---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

We are a fully integrated, self-administered and self-managed real estate investment trust (“REIT”). As of December 31, 2020, we owned and operated or had an interest in a portfolio of 552 MH communities, RV resorts, and marinas (collectively, the “properties”) located in 39 states throughout the United States and Ontario, Canada, including 276 MH communities, 136 RV resorts, 34 properties containing both MH and RV sites, and 106 marinas. As of December 31, 2020, the properties contained an aggregate of 188,176 developed sites comprised of 96,688 developed MH sites, 27,564 annual RV sites (inclusive of both annual and seasonal usage rights), 25,043 transient RV sites, and 38,881 wet slips and dry storage spaces.

Principles of Consolidation

We consolidate our majority-owned subsidiaries in which we have the ability to control the operations of our subsidiaries and all variable interest entities with respect to which we are the primary beneficiary. We also consolidate entities in which we have a direct or indirect controlling or voting interest. All significant inter-company transactions have been eliminated. Any subsidiaries in which we have an ownership percentage equal to or greater than 50%, but less than 100%, or considered a VIE, represent subsidiaries with a noncontrolling interest. The noncontrolling interests in our subsidiaries are allocated their proportionate share of the subsidiaries’ financial results.

Certain prior period amounts have been reclassified on our Consolidated Financial Statements to conform with current year presentation.

Estimates inherent in the current financial reporting process inevitably involve assumptions about future events. Since December 2019, a novel strain of coronavirus, referred to as the COVID-19 virus, has spread to countries in which we operate. COVID-19 has become a global pandemic. Commencing in March 2020, authorities in jurisdictions where our properties are located have issued restrictions on travel and the types of businesses that may continue to operate. Those restrictions were relaxed throughout the year leading to all properties being able to open, however government regulations may limit the amenities available at any given property. The extent and duration of the business restrictions will have an effect on estimates used in the preparation of financial statements. This includes the net operating income (“NOI”) assumptions in our long-lived asset impairment testing, the ultimate collectability of rent payments from residents and guests due to the effects of COVID-19 on their financial position, and fair value measurement changes for financial assets that we have elected to measure at fair value.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions related to the reported amounts included in our Consolidated Financial Statements and accompanying footnotes thereto. Actual results could differ from those estimates.

Segment Information

ASC Topic 280, “ Segment Reporting ” (“ASC 280”), establishes standards for the way the business enterprises report information about operating segments in its financial statements. In accordance with ASC 280, management has determined that we have two operating segments, Real Property Operations and Home Sales and Rentals. The Real Property Operations segment owns, operates, develops, or has an interest in, a portfolio of MH communities, RV resorts and marinas throughout the U.S. and in Canada, and is in the business of acquiring, operating, and expanding MH, RV and marinas. The Home Sales and Rentals segment offers MH and RV park model sales and leasing services to tenants and prospective tenants of our communities and resorts. We evaluate segment operating performance based on NOI and gross profit. Refer to Note 20, “Subsequent Events,” for information regarding segment reporting after December 31, 2020.

---

Investment Property

Investment property is recorded at cost, less accumulated depreciation.

Impairment of long-lived assets - We estimate the fair value of our long-lived assets based on discounted future cash flows and any potential disposition proceeds for a given asset. Forecasting cash flows requires management to make estimates and assumptions about such variables as the estimated holding period, rental rates, occupancy, development, and operating expenses during the holding period, as well as disposition proceeds. Management uses its best judgment when developing these estimates and assumptions, but the development of the projected future cash flows is based on subjective variables. Future events could occur which would cause us to conclude that impairment indicators exist, and significant adverse changes in national, regional, or local market conditions or trends may cause us to change the estimates and assumptions used in our impairment analysis. The results of an impairment analysis could be material to our financial statements.

We review the carrying value of long-lived assets to be held and used for impairment quarterly or whenever events or changes in circumstances indicate a possible impairment. Our primary indicator for potential impairment is based on NOI trends period over period. Circumstances that may prompt a test of recoverability may include a significant decrease in the anticipated market price, an adverse change to the extent or manner in which an asset may be used or in its physical condition or other events that may significantly change the value of the long-lived asset. An impairment loss is recognized when a long-lived asset’s carrying value is not recoverable and exceeds estimated fair value.

Real Estate Held For Sale - We periodically classify real estate as “held for sale.” An asset is classified as held for sale after an active program to sell an asset has commenced and when the sale is probable. Subsequent to the classification of assets as held for sale, no further depreciation expense is recorded. Within Other Assets, net on the Consolidated Balance Sheets is $ 32.1 million of real estate held for sale which is the carrying value of four properties as of December 31, 2020.

Acquisitions - We evaluate acquisitions pursuant to ASC 805 “ Business Combinations ” to determine whether the acquisition should be classified as either an asset acquisition or a business combination.

Acquisitions for which substantially all of the fair value of the gross assets acquired are concentrated in a single identifiable asset or a group of similar identifiable assets are accounted for as an asset acquisition. Most of our property acquisitions are accounted for as asset acquisitions. For asset acquisitions, we allocate the purchase price of these properties on a relative fair value basis and capitalize direct acquisition related costs as part of the purchase price. Acquisition costs that do not meet the criteria to be capitalized are expensed as incurred and presented as General and administrative costs in our Consolidated Statements of Operations.

Acquisitions that meet the definition of a business combination are recorded at fair value using a fair value model under which the assets and liabilities are generally recognized at their fair values and the difference between the consideration transferred, excluding transaction costs, and the fair values of the assets and liabilities is recognized as goodwill. For acquisitions that meet the definition of a business combination, we allocate the purchase price of those properties on a fair value basis and expense the acquisitions related transaction costs as incurred. Transaction costs are presented as Business combination expense in our Consolidated Statements of Operations.

For asset acquisitions and business combinations, we allocate the purchase price to net tangible and identified intangible assets acquired based on their fair values. In making estimates of fair values for purposes of allocating purchase price, we utilize an independent third-party to value the net tangible and identified intangible assets in connection with the acquisition of the respective property. We provide historical and pro forma financial information obtained about each property, as well as any other information needed in order for the third-party to ascertain the fair value of the tangible and intangible assets (including in-place leases) acquired.

Capitalized Costs

We capitalize certain costs incurred in connection with the development, redevelopment, capital enhancement and leasing of our properties. Management is required to use professional judgment in determining whether such costs meet the criteria for capitalization or immediate expense. The amounts are dependent on the volume and timing of such activities, and the costs associated with such activities:

Maintenance, repairs, and minor improvements to properties are expensed when incurred.

---

Renovations and improvements to our properties are capitalized and depreciated over their estimated useful lives and real estate project costs related to the development of new community or expansion sites are capitalized until the property is substantially complete and available for occupancy. Costs incurred to initially renovate pre-owned and repossessed homes that we acquire for our Rental Program are capitalized, and the majority of costs incurred to refurbish the homes at turnover and repair the homes while occupied, are expensed unless they extend the life of the home. Renovations and improvements to marinas are capitalized and depreciated over their estimated useful lives. Improvements made to docks, buildings, systems, equipment, shorelines and site improvements are capitalized until the project is substantially complete and available for use.

Certain expenditures to dealers and residents related to obtaining lessees in our communities are capitalized and amortized based on the anticipated term of occupancy of a resident.

Costs associated with implementing our software are capitalized and amortized over the estimated useful lives of the related software and hardware.

Costs associated with purchases of furniture, fixtures and equipment, major replacements and improvements are capitalized and subsequently depreciated over their respective underlying assets estimated useful lives.

Costs incurred to obtain new debt financing (i.e. deferred financing costs) are capitalized and amortized over the terms of the underlying loan agreement using the straight-line method (which approximates the effective interest method). Deferred financing costs include fees and costs incurred to obtain long-term financing. Unamortized deferred financing costs are written off when debt is retired before the maturity date. Upon amendment of the lines of credit or refinancing of mortgage debt, unamortized deferred financing costs and any related discounts or premiums are accounted for in accordance with FASB Accounting Standards Codification (“ASC”) 470-50-40, “ Modifications and Extinguishments .” At December 31, 2020 and 2019, $ 11.7 million and $ 4.5 million of lines of credit deferred financing costs, respectively, were presented as a component of Other assets, net on the Consolidated Balance Sheets. At December 31, 2020 and 2019, $ 13.9 million and $ 7.9 million of deferred financing costs and discounts and premiums, respectively, were netted and presented as a component of Mortgage loans payable on the Consolidated Balance Sheets.

Cash and Cash Equivalents

We consider all highly liquid investments with a maturity of three months or less from the date of purchase to be cash and cash equivalents. At December 31, 2020 and 2019, $ 83.0 million and $ 22.1 million of Cash and Cash Equivalents, respectively, was included as a component of Cash, cash equivalents and restricted cash on the Consolidated Balance Sheets. The maximum amount of credit risk arising from cash deposits in excess of federally insured amounts was approximately $ 74.5 million and $ 22.9 million as of December 31, 2020 and 2019, respectively.

Restricted Cash

Restricted cash consists primarily of cash deposited in acquisition escrow accounts held by title companies in relation to certain future acquisitions, amounts held in deposit for tax, insurance, and repair escrows held by lenders in accordance with certain debt agreements. At December 31, 2020 and 2019, $ 15.3 million and $ 12.7 million of restricted cash, respectively, was included as a component of Cash, cash equivalents and restricted cash on the Consolidated Balance Sheets. Changes in the restricted cash are reported in our Consolidated Statements of Cash Flows as operating, investing or financing activities based on the nature of the underlying activity. Restricted cash and restricted cash equivalents are included with cash and cash equivalents in the reconciliation of the beginning-of-period and the end-of-period cash balance on the Consolidated Statements of Cash Flows.

Marketable Securities

Marketable securities are recorded at fair value with changes in fair value recorded in Gain / (Loss) on remeasurement of marketable securities on the Consolidated Statement of Operations. The values of marketable securities as of December 31, 2020 and 2019 were $ 124.7 million and $ 94.7 million, respectively, and are disclosed on the Consolidated Balance Sheets.

---

Inventory

Inventory of manufactured homes is stated at lower of specific cost or net realizable value based on the specific identification method and the balance is separately disclosed on our Consolidated Balance Sheet. Other inventory at our MH and RV properties consists primarily of service and merchandise related items, grocery, food and beverage products and are stated at the lower of cost or net realizable value. Physical inventory counts are performed where inventory exists. Inventory records are adjusted accordingly to reflect actual inventory counts and any resulting shortage is recognized. The inventory balance is included in Other assets, net on our Consolidated Balance Sheet.

Inventory at our marinas consists primarily of boat parts used in our service centers and retail related items such as merchandise used in our ship stores, gasoline and diesel fuel, and food and beverage products. Inventories at our marinas are stated at the lower of cost or net realizable value with cost determined using the weighted-average method. Physical inventory counts are performed where inventory exists. Inventory records are adjusted accordingly to reflect actual inventory counts and any resulting shortage is recognized.

Investments in Nonconsolidated Affiliates

We apply the equity method of accounting to entities in which we do not have a direct or indirect controlling interest or for variable interest entities where we are not considered the primary beneficiary but can exercise influence over the entity with respect to its operations and major decisions. Under the equity method of accounting, the cost of an investment is adjusted for our share of the equity in net income or loss from the date of acquisition, reduced by distributions received and increased by contributions made. The income or loss of each entity is allocated in accordance with the provisions of the applicable operating agreements. The allocation provisions in these agreements may differ from the ownership interests held by each investor. The cost method is applied when (a) the investment is minimal (typically less than 5.0 percent) and (b) our investment is passive. Our exposure to losses associated with nonconsolidated joint ventures is primarily limited to the carrying value of these investments. Accordingly, distributions from a joint venture in excess of our carrying value are recognized in earnings. We review the carrying value of our investments in nonconsolidated affiliates for other than temporary impairment whenever events or changes in circumstances indicate a possible impairment. Financial condition, operational performance, and other economic trends are among the factors we consider when we evaluate the existence of impairment indicators. Refer to Note 6, “Investments in Nonconsolidated Affiliates,” for additional information.

Notes and Other Receivables

Notes receivable - include installment loans for manufactured homes purchased by us and notes receivable from real estate developers.

Installment Notes Receivable on Manufactured Homes - represent notes receivable for the purchase of manufactured homes primarily located in our communities, which are collateralized by the underlying manufactured home sold. Interest income is accrued based upon the unpaid principal balance of the loans. Past due status of our notes receivable is determined based upon the contractual terms of the note. When a note receivable becomes 60 days delinquent, we stop accruing interest on the note receivable. The interest on nonaccrual loans is accounted for on the cash basis until qualifying for return to accrual.

Due to the election of the fair value option upon adoption of ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments,” (“CECL”) effective January 1, 2020, our installment notes receivable on manufactured homes are measured at fair value pursuant to FASB ASC 820, “ Fair Value Measurements and Disclosures .”

At adoption, we recorded a fair value adjustment to retained earnings. Subsequent to the adoption, the fair value is evaluated quarterly, and the fair value adjustments are recorded in Loss on remeasurement of notes receivable on the Consolidated Statement of Operations. Refer to Note 15, “Fair Value of Financial Instruments,” for additional information regarding the estimates and assumptions used to estimate the fair value of each financial instrument class.

For the period prior to the adoption of CECL, installment notes receivable are reported at their outstanding unpaid principal balance adjusted for an allowance for loan loss.

---

Notes Receivable from Real Estate Developers - represent short term construction loans provided to real estate developers. We elected the fair value option for notes receivable from our real estate developers as of January 1, 2020 pursuant to FASB ASC 820, “ Fair Value Measurements and Disclosures .” The adoption of fair value did not result in any opening balance adjustments as the carrying values of these notes generally approximate their fair market values either due to the short-term nature of the loan and / or the note being secured by underlying collateral and / or personal guarantees. Subsequent to the adoption, the fair value is evaluated quarterly, and any fair value adjustments are recorded in Loss on remeasurement of notes receivable on the Consolidated Statement of Operations. Refer to Note 15, “Fair Value of Financial Instruments,” for additional information regarding the estimates and assumptions used to estimate the fair value of each financial instrument class. Refer to Note 15, “Fair Value of Financial Instruments,” for additional information regarding the estimates and assumptions used to estimate the fair value of each financial instrument class.

Other receivables - are generally comprised of amounts due from residents for rent and related charges (utility charges, fees and other pass through charges), home sale proceeds receivable from sales near year end, amounts due from marina customers for storage service and lease payments, and various other miscellaneous receivables. Adoption of CECL did not require incremental CECL reserves as we believe that the risk of future expected loss on those accounts is immaterial due to the short-term nature of the accounts, history of collectability, past relationships and various other mitigating factors. Accounts receivable from residents are typically due within 30 days and stated at amounts due from residents net of an allowance for doubtful accounts. Accounts receivable from marina customers are stated at amounts due from marina customer net of an allowance for doubtful accounts. Accounts outstanding longer than the contractual payment terms are considered past due. We evaluate the recoverability of our receivables whenever events occur or there are changes in circumstances such that management believes it is probable that it will be unable to collect all amounts due according to the contractual terms of the loan and lease agreements. Receivables related to community rents are reserved when we believe that collection is less than probable, which is generally after a resident balance reaches 60 to 90 days past due. Receivables related to our marina rents are reserved when we believe that collection is less than probable, which is generally 50 percent for Dockmaster receivable balances over 180 days, and 60 percent after the balance reaches 60 days past due for all other receivables.

Refer to Note 4, “Notes and Other Receivables,” for additional detail on receivables.

Refer to Note 19, “Recent Accounting Pronouncements,” for additional detail on the adoption of CECL.

Goodwill

We account for goodwill pursuant to ASC 350, “ Intangibles-Goodwill and Other .” ASC 350-20, “ Goodwill and Other ” allows entities testing goodwill for impairment the option of performing a qualitative assessment before calculating the fair value of a reporting unit (i.e. the first step of the goodwill impairment test). If entities determine, on the basis of qualitative factors, that the fair value of the reporting unit is more-likely-than-not greater than the carrying amount, a quantitative calculation would not be needed. Goodwill represents the excess of costs of an acquired business over the fair value of the identifiable assets acquired less identifiable liabilities assumed. Goodwill is not amortized. Goodwill is tested for impairment at the operating segment level. If the fair value of goodwill is lower than its carrying amount, goodwill impairment is indicated and goodwill is written down to its implied fair value. We assess our goodwill for impairment on an annual basis or more frequently if events or changes in circumstances arise and impairment indicators are identified. As of December 31, 2020, we recognized $ 428.8 million of goodwill from the acquisition of Safe Harbor and other marinas accounted for as business combination. The goodwill is attributable to the intellectual capital and going concern value of the acquired business.

Goodwill is deductible for income tax purposes. As such, the goodwill portion allocated to our taxable REIT subsidiary entities will reduce their taxable income. Given that REITs do not customarily report any taxable income (due to the dividends paid deduction), we do not expect any significant tax benefits arising from the goodwill allocable to the REIT.

The carrying amount of goodwill is separately disclosed on our Consolidated Balance Sheets. Refer to Note 5, “Goodwill and Other Intangible Assets,” for additional information on goodwill.

Other Intangible Assets

Intangible assets with finite lives - we amortize identified intangible assets that are determined to have finite lives over the period the assets are expected to contribute directly or indirectly to the future cash flows of the property or business.

---

Trademarks and trade names - we account for trademarks and trade names pursuant to ASC 350, “ Intangibles-Goodwill and Other. ” All trademarks and trade names have an indefinite useful life except for one that has a finite useful life. Trademarks and trade names with finite lives are amortized over their useful life. Trademarks and trade names with indefinite-lives are not amortized. Trademarks and Trade names are reviewed for impairment on an annual basis or more frequently if indicators of impairment are identified. We first review qualitative factors to determine if a quantitative impairment test is necessary. If the qualitative assessment reveals that it’s “more likely than not” that the asset is impaired, a calculation of the fair value is performed and the asset is written down to its implied fair value, if it is lower than its carrying amount. As of December 31, 2020, we recognized $ 99.8 million of trademarks and trade names in relation to the acquisition of Safe Harbor and other marinas accounted for as business combinations.

The carrying amounts of the other identified intangible assets are included in Other intangible assets, net on our Consolidated Balance Sheets. Refer to Note 5, “Goodwill and Other Intangible Assets,” for additional information on other intangibles.

Deferred Taxes

We are subject to certain state taxes that are considered to be income taxes and have certain subsidiaries that are taxed as regular corporations for U.S. (i.e., federal, state, local, etc.) and non-U.S. income tax purposes. Deferred tax assets or liabilities are recognized for temporary differences between the tax basis of assets and liabilities and their carrying amounts in the financial statements and net operating loss carryforwards in certain subsidiaries, including those domiciled in foreign jurisdictions, which may be realized in future periods if the respective subsidiary generates sufficient taxable income. Deferred tax assets and liabilities are measured using currently enacted tax rates. A valuation allowance is established if, based on the available evidence, it is considered more likely than not that some portion or all of the deferred tax assets will not be realized. Refer to Note 12, “Income Taxes,” for additional information.

Temporary Equity

Temporary equity includes preferred securities that are redeemable for cash at the option of the holder or upon the occurrence of an event that is not solely within our control based on a fixed or determinable price. These preferred securities are not mandatorily redeemable for cash nor do they contain a fixed maturity date. Temporary equity is classified between Liabilities and Stockholders’ Equity on the Consolidated Balance Sheets.

Share-Based Compensation

Share-based compensation cost for service vesting restricted stock awards is measured based on the closing share price of our common stock on the date of grant. We measure the fair value of awards with performance conditions based on an estimate of shares expected to vest using the closing price of our common stock as of the grant date. If it is not probable that the performance conditions will be satisfied, we do not recognize compensation expense. We estimate the fair value of share-based compensation for restricted stock with market conditions using a Monte Carlo simulation. We recognize compensation cost ratably over each tranche of shares based on the fair value estimated by the model. Refer to Note 10, “Share-Based Compensation,” for additional information.

Fair Value of Financial Instruments

Our financial instruments consist of cash, cash equivalents and restricted cash, accounts and notes receivable, marketable securities, accounts payable, debt, and contingent consideration liability. We utilize fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures, pursuant to FASB ASC 820, “Fair Value Measurements and Disclosures.”

ASC 820 requires disclosure regarding determination of fair value for assets and liabilities and establishes a three-tiered fair value hierarchy under which these assets and liabilities must be grouped, based on significant levels of observable or unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumption. This hierarchy requires the use of observable market data when available. These two types of inputs have created the following fair value hierarchy:

Level 1 - Quoted unadjusted prices for identical instruments in active markets that we have the ability to access;

Level 2 - Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which all significant inputs and significant value drivers are observable (e.g., interest rates, yield curves, prepayment speeds, default rates, loss severity, etc.) in active markets or can be corroborated by observable market data; and

---

Level 3 - Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The unobservable inputs reflect our assumptions about the assumptions that market participants would use.

Refer to Note 15, “Fair Value of Financial Instruments,” for additional information on methods and assumptions used to estimate the fair value of each financial instrument class.

Revenue Recognition

As a real estate owner and operator, the majority of our revenue is derived from site and home leases that are accounted for pursuant to ASC 842 “ Leases. ” We account for all revenue from contracts with customers following ASC 606, “ Revenue from Contracts with Customers ” except for those that are within the scope of other topics in the FASB accounting standards codification. The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. A five-step transactional analysis is required to determine how and when to recognize revenue. For transactions in the scope of ASC 606, we recognize revenue when control of goods or services transfers to the customer, in the amount that we expect to receive for the transfer of goods or provision of services. Refer to Note 2, “Revenue,” for additional information.

Income from real property at our MH and RV properties is revenue from residents and guests in our communities who lease the site on which their home or RV is located, and either own or lease their home. Resident leases are generally for one-year, but may range from month-to-month to two year terms and are renewable by mutual agreement between the parties, or in some cases, as provided by statute. Revenue from site and home leases falls under the scope of ASC 842, and is accounted for as operating leases with straight-line recognition. Income from real property includes income from site leases for annual MH residents, site leases for annual RV residents and site rentals to transient RV residents. Non-lease components of our site lease contracts, which are primarily provision of utility services, are accounted for with the site lease as a single lease under ASC 842. Additionally, we include collections of real estate taxes from residents within Income from real property.

Income from real property also includes rental income attributable to our marinas that consists primarily of storage lease revenues, slip rental revenues, and commercial lease income. The majority of our storage space leases and slip rental have annual terms that are generally billed seasonally and are renewable by mutual agreement between the parties. Storage space leases and slip rentals are paid annually, seasonally, quarterly, monthly, or transient by night. Storage lease revenues are typically earned on a monthly basis over the course of the term of the lease. Similar to storage leases, slip rental revenues are recognized as earned on a monthly basis during the sliprental season. When payment is received in advance of being earned, those amounts are classified as deferred revenues. Commercial lease income is typically earned on a monthly basis. We recognize lease income on a straight-line basis when rental agreements contain material escalation clauses. Additionally, rental income which includes boat and lodging rentals is included in Income from real property. Income from boat and lodging rentals is earned when services have been rendered. Similarly, retail, fuel, restaurant, and service revenues are earned when items are purchased or services are rendered and are included in Income from real properties. Those revenues are recognized net of taxes collected from customers and submitted to taxing authorities.

Revenue from home sales - our taxable REIT subsidiary, SHS, sells manufactured homes to current and prospective residents in our communities. We recognize revenue for home sales pursuant to ASC 606 as manufactured homes are tangible personal property that can be located on any land parcel. Manufactured homes are not permanent fixtures or improvements to the underlying real estate and we therefore do not consider them to be subject to the guidance in ASC 360-20 “ Real Estate Sales. ” In accordance with the core principle of ASC 606, we recognize revenue from home sales at the time of closing when control of the home transfers to the customer. After closing of the sale transaction, we have no remaining performance obligation. As of December 31, 2020, and December 31, 2019, we had $ 23.6 million and $ 20.9 million, respectively, of receivables from contracts with customers, which consists of home sales proceeds, and are presented as a component of Notes and other receivables, net on our Consolidated Balance Sheets. These receivables represent balances owed to us for previously completed performance obligations for sales of manufactured homes. We report real estate taxes collected from residents and remitted to taxing authorities in revenue.

Rental home revenue - is comprised of rental agreements whereby we lease homes to residents in our communities. We account for these revenues under ASC 842.

---

Ancillary revenue - is primarily composed of proceeds from restaurant, golf, merchandise, retail, fuel, service and other activities at our RV resorts and marinas, and is included in the scope of ASC 606. Revenues are recognized at the point of sale when control of the good or service transfers to the customer and our performance obligation has been satisfied. In addition, leasing of short-term vacation home rentals is included within ancillary revenue and falls within the scope of ASC 842. Marina rental income, which includes boat rentals, is included in ancillary revenue, and is earned when the customer takes control of good or service. Sales and other taxes that we collect concurrent with revenue-producing activities are excluded from the transaction price.

Interest income - is earned primarily on our notes receivable, which include installment notes receivables on manufactured homes purchased by us from loan originators and notes receivable from real estate developers. Interest income on these receivables is accrued based on the unpaid principal balances of the underlying loans on a level yield basis over the life of the loans. Interest income is not in the scope of ASC 606. Refer to Note 4, “Notes and Other Receivables,” for additional information.

Brokerage commissions and other revenues - comprise (a) brokerage commissions at our marinas, and (b) brokerage commissions for sales of manufactured homes at our MH and RV properties, where we act as agent and arrange for a third party to transfer a manufactured home, a park model or a boat to a customer within one of our properties. Brokerage commission revenues are recognized on a net basis at closing, when the transaction is completed and our performance obligations have been fulfilled. Other revenues primarily include management fee revenue earned from managing third party owned marinas.

Advertising Costs

Advertising costs are expensed as incurred. As of December 31, 2020, 2019 and 2018, we had advertising costs of $ 8.3 million, $ 6.7 million and $ 6.2 million, respectively.

Depreciation and Amortization

Depreciation and amortization are computed on a straight-line basis over the estimated useful lives of the assets, ranging from three months to 40 years depending upon the asset classification.

Asset lives

Useful Life

Land improvement and building

15 years

-

40 years

Rental homes

10 years

Furniture, fixtures and equipment

5 years

-

30 years

Computer hardware and software

3 years

-

5 years

Dock improvements

15 years

-

40 years

Site improvements

7 years

-

40 years

Leasehold improvement

Lesser of lease term or useful life of assets

In-place leases

3 months

-

13 years

Slip in-place leases

6 months

-

7 months

Goodwill

Indefinite

Non - competition agreements

5 years

Trademarks and trade names

Various (1)

Customer Relationships

1 year

-

7.5 years

Franchise agreements and other intangible assets

4.5 years

-

20 years

(1) All trademarks and trade names have an indefinite useful life except for one that has a two and a half year useful life.

Foreign Currency

The assets and liabilities of our Australian and Canadian operations, where the functional currency is the Australian dollar and Canadian dollar, are translated into U.S. dollars using the exchange rate in effect as of the balance sheet date. Income statement amounts are translated at the average exchange rate prevailing during the period. The resulting translation adjustments are recorded as a component of accumulated other comprehensive income (loss). Foreign currency exchange gains and losses arising from fluctuations in currency exchange rates on transactions and the effects of remeasurement of monetary balances denominated in currencies other than the functional currency are recorded in earnings.

---

For the year ended December 31, 2020, we recorded a foreign currency translation gain of $ 8.0 million as compared to a foreign currency translation gain of $ 4.6 million for the year ended December 31, 2019 and $ 8.2 million foreign currency translation loss for the year ended December 31, 2018 on our Consolidated Statements of Operations.

Accounting for leases

In February 2016, the FASB issued ASC 2016-02 codified in ASC Topic 842, “Leases,” which amends the guidance in former ASC Topic 840, Leases. On January 1, 2019, we adopted ASC 2016-02. The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right of-use (“ROU”) assets and lease liabilities on the balance sheets for those leases classified as operating leases and disclose key information about leasing arrangements. At adoption, we elected the package of practical expedients, which permits us not to reassess expired or existing contracts containing a lease, the lease classification for expired or existing contracts, initial direct costs for any existing leases. We elected not to allocate lease obligation between lease and non-lease components of our agreements for both leases where we are a lessor and leases where we are a lessee. We did not elect the hindsight practical expedient, which permits us to use hindsight in determining the lease terms and impairment implications. We did not elect to use a portfolio approach in the valuation of ROU assets and corresponding liabilities. Some ROU assets include an extension option, which is included in the ROU assets and liabilities only if we are reasonably certain to exercise the option.

Lessee Accounting

We determine if an arrangement is a lease at inception. Our operating lease agreements are primarily for land and submerged land under non-cancelable operating leases at certain properties, executive office spaces, and certain equipment leases. The ROU asset and liabilities are included within Other assets, net and Other liabilities on the Consolidated Balance Sheets.

For operating leases with a term greater than one year, we recognize the ROU assets and liabilities related to the lease payments on the Consolidated Balance Sheets. The lease liabilities are initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. The ROU assets represent our right to use the underlying assets for the term of the lease and the lease liabilities represent our obligation to make lease payments arising for the agreements. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. The ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus unamortized initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The ROU asset is periodically reduced by impairment losses. As of December 31, 2020, we have not encountered any impairment losses. Variable lease payments, except for the ones that depend on index or rate, are excluded from the calculation of the ROU assets and lease liabilities and are recognized as variable lease expense in the Consolidated Statements of Operations in the period in which they are incurred. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Many of our lessee agreements include options to extend the lease, which we do not include in our minimum lease terms unless they are reasonably certain to be exercised. The lease liability costs are amortized over the straight-line method over the term of the lease. Operating leases with a term of less than one year are recognized as a lease expense over the term of the lease, with no asset or liability recognized on the Consolidated Balance Sheets.

Finance leases where we are the lessee are included in Other assets, net and Other liabilities on our Consolidated Balance Sheets. The lease liabilities are initially measured in the same manner as operating leases and are subsequently measured at amortized cost using the effective interest method. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For finance leases the ROU asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownership of the underlying asset to us, or we are reasonably certain to exercise an option to purchase the underlying asset. In those cases, the ROU asset is amortized over the useful life of the underlying asset. Amortization of the ROU asset is recognized and presented separately from interest expense on the lease liability. ROU assets are periodically reduced by impairment losses. As of December 31, 2020, we have had no impairment losses. Refer to Note 17, “Leases,” for information regarding leasing activities.

---

Lessor Accounting

Our income from real property and rental home revenue at our MH and RV properties is derived from rental agreements where we are the lessor. Our recognition of rental revenue remains mainly consistent with previous guidance, apart from the narrower definition of initial direct costs that can be capitalized. ASC 842 limits the definition of initial direct costs to only the incremental costs of signing a lease. Internal sales employees’ compensation, payroll-related fringe benefits, certain legal fees rendered prior to the execution of a lease, negotiation costs, advertising and other origination effort costs no longer meet the definition of initial direct costs under the new standard, and therefore are accounted for as general and administrative expense in our Consolidated Statements of Operations. ASC 842 permits the capitalization of direct commission costs.

Our MH and RV sites are typically leased to customers on an annual basis. Seasonal RV sites are generally leased to customers for a period less than one year. Transient RV sites are leased to customers on a short-term basis. In addition, customers may lease homes that are located in our MH communities.

Our MH and RV leases with customers are classified as operating leases. Lease income from tenants is recognized on a straight-line basis over the terms of the relevant lease agreement and is included within Income from real property, Rental home revenue and Ancillary revenue on the Consolidated Statements of Operations. When collectability is not reasonably assured, the resident is placed on non-accrual status and revenue is recognized when cash payments are received.

Rental income from customers for wet slips and dry storage spaces at our marinas, is accounted for pursuant to ASC 842. Wet slips and dry storage spaces are typically leased to customers on an annual basis. Seasonal wet slips and dry storage spaces are generally leased to customers for a period less than one year. Transient wet slips and dry storage spaces are leased to customers on a short-term basis. Our wet slips and dry storage space leases are classified as operating leases with lease income recognized over the term of the respective operating lease or the length of a customer's stay.

---

Disaggregation of Revenue

The following table disaggregates our revenue by major source (in thousands):

			Year Ended
			December 31, 2020																		December 31, 2019																		December 31, 2018
			Real Property Operations						Home Sales and Rentals						Consolidated						Real Property Operations						Home Sales and Rentals						Consolidated						Real Property Operations						Home Sales and Rentals						Consolidated
Revenues
Income from real property			$	1,030,636					$	—					$	1,030,636					$	914,907					$	—					$	914,907					$	816,830					$	—					$	816,830
Revenue from home sales			—						175,699						175,699						—						181,936						181,936						—						166,031						166,031
Rental home revenue			—						62,646						62,646						—						57,572						57,572						—						53,657						53,657
Ancillary revenue			102,017						—						102,017						77,638						—						77,638						63,250						—						63,250
Interest income			10,119						—						10,119						17,857						—						17,857						20,852						—						20,852
Brokerage commissions and other revenues, net			17,230						—						17,230						14,127						—						14,127						6,205						—						6,205
Total Revenues			$	1,160,002					$	238,345					$	1,398,347					$	1,024,529					$	239,508					$	1,264,037					$	907,137					$	219,688					$	1,126,825

Our revenue consists primarily of income from real property at our MH, RV and marinas properties, revenue from home sales, rental home revenue, ancillary revenue, interest income, brokerage commissions and other revenue.

The majority of our revenue is derived from site and home leases that are accounted for pursuant to ASC 842. We account for all revenue from contracts with customers following ASC 606, “ Revenue from Contracts with Customers ” except for those that are within the scope of other topics in the FASB accounting standards codification. Refer to Note 1, “Significant Accounting Policies,” for additional information.

---

2020 Acquisitions and dispositions

Communities

For the year ended December 31, 2020, we acquired the following MH communities and RV resorts and portfolios:

Property Name

Acquisition Type

Property Type

Sites

State

Month Acquired

Cape Cod (1)

Asset acquisition

RV

230

MA

January

Jellystone Natural Bridge

Asset acquisition

RV

299

VA

February

Forest Springs (2)

Asset acquisition

MH

372

CA

May

Crown Villa

Asset acquisition

RV

123

OR

June

Flamingo Lake

Asset acquisition

RV

421

FL

July

Woodsmoke

Asset acquisition

RV

300

FL

September

Jellystone Lone Star

Asset acquisition

RV

344

TX

September

El Capitan & Ocean Mesa (3)(4)

Asset acquisition

RV

266

CA

September

Highland Green Estates & Troy Villa (4)

Asset acquisition

MH

1,162

MI

September

Gig Harbor

Asset acquisition

RV

115

WA

November

Maine MH Portfolio (5)

Asset acquisition

MH

1,083

ME

November

Mouse Mountain

Asset acquisition

MH / RV

304

FL

December

Lakeview Mobile Estates

Asset acquisition

MH

296

CA

December

Shenandoah Acres

Asset acquisition

RV

522

VA

December

Jellystone at Barton Lake

Asset acquisition

RV

555

IN

December

Kittatinny (4)

Asset acquisition

RV

527

NY & PA

December

Total

6,919

(1) In conjunction with the acquisition, we issued Series E preferred OP units. As of December 31, 2020, 90,000 Series E preferred OP units were outstanding.

(2) In conjunction with the acquisition, we issued Series F preferred OP units and common OP units. As of December 31, 2020, 90,000 Series F preferred OP units, specific to this acquisition, were outstanding.

(3) In conjunction with the acquisition, we issued Series G preferred OP units. As of December 31, 2020, 240,710 Series G preferred OP units were outstanding.

(4) Includes two communities.

(5) Includes six communities.

For the year ended December 31, 2020, we acquired the following marinas and portfolios:

Property Name

Acquisition Type

Property Type

Wet Slips & Dry Storage Spaces

State

Month Acquired

Safe Harbor Marinas (1)

Business combination

Marina

37,305

Various

October

Hideaway Bay (2)

Business combination

Marina

628

GA

November

Anacapa Isle (2)

Business combination

Marina

453

CA

December

Annapolis

Asset acquisition

Marina

184

MD

December

Wickford

Asset acquisition

Marina

60

RI

December

Rybovich Portfolio (3)

Business combination

Marina

78

FL

December

Rockland

Asset acquisition

Marina

173

ME

December

Total

38,881

(1) Includes 99 owned marinas located in 22 states. In conjunction with the acquisition, we issued Series H preferred OP units. As of December 31, 2020, 581,407 Series H preferred OP units were outstanding.

(2) Acquired in connection with Safe Harbor Marinas acquisition. Transfer of marinas was contingent on receiving third party consents.

(3) Includes two marinas. In conjunction with the acquisition, we issued Series I preferred OP units. As of December 31, 2020, 922,000 Series I preferred OP units were outstanding.

---

The following table summarizes the amounts of assets acquired net of liabilities assumed at the acquisition date and the consideration paid for the acquisitions completed for the year ended December 31, 2020 (in thousands):

			At Acquisition Date																														Consideration
			Investment in property						Inventory of manufactured homes						Intangible assets, net						Other assets (liabilities), net						Total identifiable assets acquired net of liabilities assumed						Cash and escrow						Debt assumed						Temporary and permanent equity						Total consider - ation
Cape Cod			$	13,350					$	—					$	150					$	( 295 )					$	13,205					$	4,205					$	—					$	9,000					$	13,205
Jellystone Natural Bridge			11,364						—						80						( 391 )						11,053						11,053						—						—						11,053
Forest Springs			51,949						1,337						2,160						( 107 )						55,339						36,260						—						19,079						55,339
Crown Villa			16,792						—						—						( 230 )						16,562						16,562						—						—						16,562
Flamingo Lake			34,000						—						—						( 155 )						33,845						33,845						—						—						33,845
Woodsmoke			25,120						40						840						( 461 )						25,539						25,539						—						—						25,539
Jellystone Lone Star			21,000						—						—						( 703 )						20,297						20,297						—						—						20,297
El Capitan & Ocean Mesa			69,690						—						—						( 10,321 )						59,369						32,108						—						27,261						59,369
Highland Green Estates & Troy Villa			60,988						1,679						2,030						( 15 )						64,682						64,682						—						—						64,682
Gig Harbor			15,250						—						—						( 22 )						15,228						15,228						—						—						15,228
Maine MH Portfolio			79,890						—						1,359						30						81,279						72,479						8,800						—						81,279
Mouse Mountain			15,500						—						—						( 4 )						15,496						15,496						—						—						15,496
Lakeview Mobile Estates			23,750						—						—						( 72 )						23,678						23,678						—						—						23,678
Shenandoah Acres			17,000						—						—						( 197 )						16,803						16,803						—						—						16,803
Jellystone at Barton Lake			24,000						—						—						( 397 )						23,603						23,603						—						—						23,603
Kittatinny Portfolio			16,250						—						—						29						16,279						16,279												—						16,279
Total			$	495,893					$	3,056					$	6,619					$	( 13,311 )					$	492,257					$	428,117					$	8,800					$	55,340					$	492,257

---

The following table summarizes the amount of assets net of liabilities assumed at the acquisition date, and the consideration paid for the acquisitions completed at our marina for the year ended December 31, 2020 (in thousands):

			At Acquisition Date																														Consideration
			Investment in property						Inventory of Boats parts and retail related Items						Goodwill and other intangible assets, net						Other assets (liabilities), net						Total identifiable assets acquired net of liabilities assumed						Cash and escrow						Debt assumed						Temporary and permanent equity						Total consideration
Asset Acquisition
Mears Annapolis			24,354						—						6,922						( 546 )						30,730						30,730						—						—						30,730
Wickford			3,468						—						42						( 121 )						3,389						3,389						—						—						3,389
Rockland (1)			14,387						48						1,097						( 369 )						15,163						15,163						—						—						15,163
Business Combination (2)
Safe Harbor Marinas (1)			$	1,643,879					$	5,700					$	418,033					$	( 26,831 )					$	2,040,781					$	1,141,797					$	829,000					$	69,984					$	2,040,781
Hideaway Bay (1)			26,218						23						7,242						( 1,077 )						32,406						32,406						—						—						32,406
Anacapa Isle (1)			10,924						—						3,146						60						14,130						14,130						—						—						14,130
Rybovich Portfolio (1)			128,356						622						245,546						( 2,037 )						372,487						258,123						—						114,364						372,487
Total			$	1,851,586					$	6,393					$	682,028					$	( 30,921 )					$	2,509,086					$	1,495,738					$	829,000					$	184,348					$	2,509,086

(1) Purchase price allocations are preliminary as of December 31, 2020, subject to revision based on final purchase price allocations.

(2) Refer to Note 5, “Goodwill and Other Intangible Assets,” for additional detail on goodwill and other intangible assets.

As of December 31, 2020, we have incurred $ 23.0 million of expensed business combination transaction cost (in relation to the acquisition Safe Harbor, Hideaway Bay, Anacapa Isle, and the Safe Harbor Rybovich Portfolio, as each such acquisition meets the criteria to be accounted for as business combination), and $ 13.4 million of capitalized transaction costs for asset acquisitions which have been allocated among the various categories above.

Refer to Note 20, “Subsequent Events,” for information regarding real estate acquisition activity after December 31, 2020.

The total amount of Revenues and Net income (loss) included in the Consolidated Statements of Operations for the year ended December 31, 2020, related to business combinations completed in 2020 are set forth in the following table (in thousands):

						Year Ended
						December 31, 2020
Total revenues						$	47,276
Net income / (loss)						$	( 8,524 )

The following unaudited pro forma financial information presents the results of our operations for the years ended December 31, 2020 and 2019, as if the properties acquired in 2020 had been acquired on January 1, 2019, for our 2020 acquisitions that meet the definition of business combination. The unaudited pro forma results reflect certain adjustments for items that are not expected to have a continuing impact, such as adjustments for transaction costs incurred, management fees, and purchase accounting.

---

The information presented below has been prepared for comparative purposes only and does not purport to be indicative of either future results of operations or the results of operations that would have actually occurred had the acquisition been consummated on January 1, 2019 (in thousands, except per-share data):

						Year Ended (unaudited)
						December 31, 2020						December 31, 2019
Total revenues						$	1,780,891					$	1,701,566
Net income attributable to Sun Communities, Inc. common stockholders						$	147,041					$	187,433
Net income per share attributable to Sun Communities, Inc. common stockholders - basic						$	1.51					$	2.12
Net income per share attributable to Sun Communities, Inc. common stockholders - diluted						$	1.51					$	2.11

Land for Expansion / Development

During the year ended December 31, 2020, we acquired eight land parcels which are located in Orange Beach, Alabama; Jensen Beach, Florida; Citra Lakes, Florida; Comal County, Texas and Menifee, California for total consideration of $ 9.7 million. Seven of the land parcels are adjacent to existing communities.

Dispositions

On July 1, 2020, we sold a manufactured housing community located in Montana, containing 226 sites, for $ 12.6 million. The gain from the sale of the property was approximately $ 5.6 million.

2019 Acquisitions

For the year ended December 31, 2019 we acquired the following communities:

Property Name

Acquisition Type

Type

Sites

Development Sites

State

Month Acquired

Slickrock Campground

Asset acquisition

RV

193

—

UT

December

Pandion Ridge

Asset acquisition

RV

142

351

AL

November

Jensen Portfolio (1)

Asset acquisition

MH

5,230

466

Various

October

Glen Ellis

Asset acquisition

RV

244

40

NH

September

Leisure Point Resort (2)

Asset acquisition

MH / RV

502

—

DE

September

Reunion Lake

Asset acquisition

RV

202

69

LA

July

Sun Outdoors Sevierville Pigeon Forge

Asset acquisition

RV

309

—

TN

May

Massey’s Landing RV

Asset acquisition

RV

291

—

DE

February

Shelby Properties (3)

Asset acquisition

MH

1,308

—

MI

February

Buena Vista

Asset acquisition

MH

400

—

AZ

February

Country Village Estates (4)

Asset acquisition

MH

518

—

OR

January

Hid’n Pines RV

Asset acquisition

RV

321

—

ME

January

Hacienda del Rio

Asset acquisition

MH (Age-Restricted)

730

—

FL

January

Total

10,390

926

(1) Contains 31 communities located in CT, GA, MD, NH, NJ, NY, NC and SC. In conjunction with the acquisition, we issued 1,972,876 shares of common stock, net of fractional shares paid in cash.

(2) Contains 201 MH sites and 301 RV sites.

(3) Contains two MH communities.

(4) In conjunction with the acquisition, we issued Series D preferred OP Units. As of December 31, 2019, 488,958 Series D Preferred OP Units were outstanding.

---

The following table summarizes the amounts of assets acquired net of liabilities assumed at the acquisition date and the consideration paid for the acquisitions completed in 2019 (in thousands):

			At Acquisition Date																														Consideration
			Investment in property						Inventory of manufactured homes						Intangible assets, net						Other assets (liabilities), net						Total identifiable assets acquired net of liabilities assumed						Cash and escrow						Debt assumed						Temporary and permanent equity						Total consideration
Slickrock Campground			$	8,250					$	—					$	—					$	8					$	8,258					$	8,258					$	—					$	—					$	8,258
Pandion Ridge			19,070						—						—						( 92 )						18,978						18,978						—						—						18,978
Jensen Portfolio			374,402						3,605						7,752						3,938						389,697						18,306						58,000						313,391						389,697
Glen Ellis			5,955						—						—						( 79 )						5,876						1,976						3,900						—						5,876
Leisure Point Resort			43,632						18						850						( 678 )						43,822						43,822						—						—						43,822
Reunion Lake			23,493						—						—						( 1,153 )						22,340						22,340						—						—						22,340
Sun Outdoors Sevierville Pigeon Forge			22,589						75						—						—						22,664						22,664						—						—						22,664
Massey's Landing			36,250						—						220						( 446 )						36,024						36,024						—						—						36,024
Shelby Properties			85,969						2,011						6,520						( 1,015 )						93,485						93,485						—						—						93,485
Buena Vista			20,221						439						1,590						( 93 )						22,157						22,157						—						—						22,157
Country Village			62,784						—						2,020						31						64,835						12,905						—						51,930						64,835
Hid'n Pines			10,680						—						70						( 233 )						10,517						10,517						—						—						10,517
Hacienda del Rio			111,971						15						3,280						( 237 )						115,029						115,029						—						—						115,029
Total			$	825,266					$	6,163					$	22,302					$	( 49 )					$	853,682					$	426,461					$	61,900					$	365,321					$	853,682

As of December 31, 2019, we incurred $ 19.3 million of transaction costs which have been capitalized and allocated among the various categories above.

Land for Expansion / Development

During the year ended December 31, 2019, we acquired four land parcels which are located in New Braunfels, Texas; Petoskey, Michigan; Uhland, Texas and Hudson, Florida for total consideration of $ 7.7 million. Two of the land parcels are adjacent to existing communities.

Ground Leases

In September 2019, we entered into a 66-year Temporary Occupancy and Use Permit with the Port of San Diego to construct and operate a new RV resort in Chula Vista. Refer to Note 17, “ Leases,” for disclosures on accounting treatment.

In August 2019, we acquired Chincoteague Island KOA RV Resort (“Chincoteague”), in Chincoteague Island, Virginia for total consideration of $ 19.5 million. The sellers of Chincoteague continue to operate the property. Refer to Note 17, “Leases,” for disclosures on accounting treatment.

In April 2019, we acquired Strafford / Lake Winnipesaukee South KOA RV Resort ("Strafford") in Strafford, New Hampshire for total consideration of $ 2.7 million. The sellers of Strafford continue to operate the property. Refer to Note 17, “Leases,” for disclosures on accounting treatment.

In March 2019, we entered into a four-year Temporary Occupancy and Use Permit with the Port of San Diego to operate a RV resort located in Chula Vista, CA until such time as the Company constructs a new RV resort in the area. Concurrent with the transaction, we purchased tangible personal property from the prior owner of the RV resort for $ 0.3 million. Refer to Note 17, “Leases,” for disclosures on accounting treatment.

---

The following table sets forth certain information regarding notes and other receivables (in thousands):

						December 31, 2020						December 31, 2019
Installment notes receivable on manufactured homes, net						$	85,866					$	95,580
Notes receivable from real estate developers						52,638						18,960
Other receivables, net						83,146						43,386
Total Notes and Other Receivables, net						$	221,650					$	157,926

Installment Notes Receivable on Manufactured Homes

Due to the adoption of ASU 2016-13, “ Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments ,” effective January 1, 2020, installment notes receivable are measured at fair value pursuant to us electing the fair value option. The balances of installment notes receivable of $ 85.9 million (net of fair value adjustment of $ 1.3 million) and $ 95.6 million (net of allowance of $ 0.6 million) as of December 31, 2020 and December 31, 2019, respectively, are collateralized by manufactured homes. The notes represent financing to purchasers of manufactured homes primarily located in our communities and require monthly principal and interest payments. The notes had a net weighted average interest rate (net of servicing costs) and maturity of 7.8 percent and 15.2 years as of December 31, 2020, and 8.0 percent and 15.8 years as of December 31, 2019, respectively. Refer to Note 15, “Fair Value of Financial Instruments,” and Note 19, “Recent Accounting Pronouncements,” for additional detail.

The change in the aggregate balance of the installment notes receivable is as follows (in thousands):

			Year Ended
			December 31, 2020						December 31, 2019
Beginning balance of gross installment notes receivable			$	96,225					$	113,495
Financed sale of manufactured homes			5,014						341
Adjustment for notes receivable related to assets held for sale			( 477 )						—
Principal payments and payoffs from our customers			( 8,977 )						( 8,710 )
Principal reduction from repossessed homes			( 4,643 )						( 8,901 )
Ending balance of gross installment notes receivable			87,142						96,225
Beginning balance of allowance for losses on installment notes receivables			( 645 )						( 697 )
Adjustment to allowance for losses			—						52
Initial fair value option adjustment (see Note 19)			645						—
Ending balance of allowance for losses on installment notes receivables			—						( 645 )
Initial fair value option adjustment (see Note 19)			991						—
Adjustment for notes receivable related to assets held for sale			7						—
Fair value adjustment			( 2,274 )						—
Fair value adjustments on gross installment notes receivable			( 1,276 )						—
Ending balance of installment notes receivable, net			$	85,866					$	95,580

Notes Receivable from Real Estate Developers

As of December 31, 2020 and 2019, the notes receivable balances of $ 52.6 million and $ 19.0 million, respectively, are primarily comprised of construction loans provided to real estate developers. The carrying values of the notes generally approximate their fair market values either due to the nature of the loan and / or note being secured by underlying collateral and / or personal guarantees. The notes receivable from real estate developers have a net weighted average interest rate and maturity of 6.2 percent and 1.8 years as of December 31, 2020, and 7.0 percent and 1.3 years as of December 31, 2019, respectively. As of December 31, 2020, real estate developers collectively have $ 17.0 million of undrawn funds on their loans. There were no adjustments to the fair value of notes receivable from the real estate developers for the years ended December 31, 2020 and 2019. Refer to Note 15, “Fair Value of Financial Instruments,” and Note 19, “Recent Accounting Pronouncements,” for additional detail.

---

Other Receivables, net

As of December 31, 2020, other receivables were comprised of amounts due from: residents for rent, utility charges, fees and other pass through charges of $ 7.1 million (net of allowance of $ 7.2 million), home sale proceeds of $ 23.6 million, insurance receivables of $ 13.6 million, marina customers for storage service and lease payments of $ 19.2 million (net of allowance of $ 1.4 million), and other receivables of $ 19.6 million. As of December 31, 2019, other receivables were comprised of amounts due from: residents for rent, utility charges, fees and other pass through charges of $ 7.8 million (net of allowance of $ 2.2 million), home sale proceeds of $ 20.9 million, insurance and other receivables of $ 9.9 million and other receivables of $ 4.8 million.

During June 2020, we executed a convertible secured promissory note with RezPlot Systems LLC, a nonconsolidated affiliate in which we have a 50 percent ownership interest. The note allows for a principal amount of up to $ 10.0 million to be drawn down over a period of three years, bears an interest rate of 3.0 percent and is secured by all the assets of RezPlot Systems LLC. The outstanding balance was $ 2.0 million as of December 31, 2020 and is included in the Notes and other receivables, net on the Consolidated Balance Sheets. Refer to Note 6, “Investments in Nonconsolidated Affiliates,” for additional information on our nonconsolidated affiliates.

Our intangible assets include goodwill, in-place leases, slip in-place leases, non-competition agreements, trademarks and trade names, customer relationships, and franchise agreements and other intangible assets. These intangible assets are recorded in Goodwill and Other Intangible Assets, net on the Consolidated Balance Sheets. In accordance with FASB ASC Topic 842, below market leases are now classified as a right of use asset.

Goodwill impairment - Upon review of the qualitative factors in accordance with FASB ASC 350-20, “Goodwill and Other,” we determined that no impairment indicators existed as of December 31, 2020. As a result, there was no impairment of goodwill during the year ended December 31, 2020. There was no goodwill for the years ended December 31, 2019 and 2018.

The gross carrying amounts and accumulated amortization of our intangible assets are as follows (in thousands):

												December 31, 2020												December 31, 2019
Intangible Asset						Useful Life						Gross Carrying Amount						Accumulated Amortization						Gross Carrying Amount						Accumulated Amortization
Goodwill						Indefinite						$	428,833					n/a						$	—					n/a
In-place leases						3 months - 13 years						134,651						( 92,216 )						127,313						( 74,548 )
Slip in-place leases						6 months						10,880						( 111 )						—						—
Non-competition agreements						5 years						10,000						—						—						—
Trademarks and trade names						Various (1)						116,500						—						—						—
Customer relationships						1 - 7.5 years						108,000						( 2,371 )						—						—
Franchise agreements and other intangible assets						7 - 20 years						23,856						( 3,578 )						16,943						( 2,760 )
Total												$	832,720					$	( 98,276 )					$	144,256					$	( 77,308 )

(1) All trademarks and trade names have an indefinite useful life except for one that has a two and a half year useful life.

Total amortization expense related to the intangible assets are as follows (in thousands):

						Year Ended
Intangible Asset Amortization Expense						December 31, 2020						December 31, 2019						December 31, 2018
In-place leases						$	18,075					$	14,912					$	12,913
Slip in-place leases						111						—						—
Franchise fees and other intangible assets						3,193						818						507
Total						$	21,379					$	15,730					$	13,420

---

We anticipate amortization expense for our intangible assets to be as follows for the next five years (in thousands):

						2021						2022						2023						2024						2025
In-place leases						$	15,644					$	10,733					$	7,314					$	5,051					$	4,503
Slip in-place leases						6,767						—						—						—						—
Non-competition agreements						2,000						2,000						2,000						2,000						2,000
Trademarks and trade names						1,000						1,000						500						—						—
Customer Relationships						16,818						16,818						16,818						16,818						16,068
Franchise agreements and other intangible assets						1,490						1,490						1,460						1,413						1,413
Total						$	43,719					$	32,041					$	28,092					$	25,282					$	23,984

Investments in joint ventures that are not consolidated, nor recorded at cost, are accounted for using the equity method of accounting as prescribed in FASB ASC Topic 323, “ Investments - Equity Method and Joint Ventures .” Investments in nonconsolidated affiliates are recorded within Other assets, net on the Consolidated Balance Sheets. Equity income and loss are recorded in Income / (loss) from nonconsolidated affiliates on the Consolidated Statements of Operations.

RezPlot Systems LLC (“Rezplot”)

At December 31, 2020 and 2019, we had a 50 percent ownership interest in RezPlot, a RV reservation software technology company, acquired in January 2019.

Sungenia joint venture (“Sungenia JV”)

At December 31, 2020 and December 31, 2019, we had a 50 percent ownership interest in Sungenia JV, a joint venture formed between us and Ingenia Communities Group in November 2018, to establish and grow a manufactured housing community development program in Australia.

GTSC LLC ( “GTSC” )

At December 31, 2020 and December 31, 2019, we had a 40 percent ownership interest in GTSC, which engages in acquiring, holding and selling loans secured, directly or indirectly, by manufactured homes located in our communities.

Origen Financial Services, LLC (“OFS”)

At December 31, 2020 and December 31, 2019, we had a 22.9 percent ownership interest in OFS, an end-to-end online resident screening and document management suite.

SV Lift, LLC (“SV Lift”)

At December 31, 2020 and December 31, 2019, we had a 50 percent ownership interest in SV Lift, which owns, operates and leases an aircraft.

The investment balance in each nonconsolidated affiliate is as follows (in thousands):

Investment						December 31, 2020						December 31, 2019
Investment in RezPlot						$	3,047					$	4,184
Investment in Sungenia JV						26,890						11,995
Investment in GTSC						25,495						18,488
Investment in OFS						152						148
Investment in SV Lift						3,490						2,961
Total						$	59,074					$	37,776

---

The year to date equity income / (loss) from each nonconsolidated affiliate is as follows (in thousands):

Equity income						December 31, 2020						December 31, 2019						December 31, 2018
RezPlot equity loss						$	( 1,887 )					$	( 1,344 )					$	—
Sungenia JV equity income / (loss)						338						( 290 )						—
GTSC equity income						3,944						2,803						604
OFS equity income						148						205						186
SV Lift equity loss						( 803 )						—						—
Total equity income						$	1,740					$	1,374					$	790

The change in the GTSC investment balance is as follows (in thousands):

						Year Ended
						December 31, 2020						December 31, 2019
Beginning balance						$	18,488					$	29,780
Adjustment of allowance for losses						—						144
Initial fair value option adjustment (see Note 19 )						317						—
Contributions						19,030						33,143
Distributions						( 14,676 )						( 47,382 )
Equity earnings						3,944						2,803
Fair value adjustment						( 1,608 )						—
Ending Balance						$	25,495					$	18,488

The change in the Sungenia JV investment balance is as follows (in thousands):

						Year Ended
						December 31, 2020						December 31, 2019
Beginning balance						$	11,995					$	723
Cumulative translation adjustment						2,180						( 20 )
Contributions						12,377						11,582
Equity earnings						338						( 290 )
Ending Balance						$	26,890					$	11,995

The Operating Partnership

We consolidate the Operating Partnership under the guidance set forth in FASB ASC Topic 810 “ Consolidation. ” ASU 2015-02 modified the evaluation of whether limited partnerships and similar legal entities are variable interest entities (“VIEs”) or, alternatively, voting interest entities. We evaluated the application of ASU 2015-02 and concluded that the Operating Partnership met the criteria of a VIE. Our significant asset is our investment in the Operating Partnership, and consequently, substantially all of our assets and liabilities represent those assets and liabilities of the Operating Partnership. We are the sole general partner and generally have the power to manage and have complete control over the Operating Partnership and the obligation to absorb its losses or the right to receive its benefits.

Sun NG RV Resorts LLC (“Sun NG Resorts”); Rudgate Village SPE, LLC, Rudgate Clinton SPE, LLC, and Rudgate Clinton Estates SPE, LLC (collectively, “Rudgate”); Sun NG Whitewater RV Resorts LLC; FPG Sun Menifee 80 LLC, SHM South Fork JV, LLC.

We consolidate Sun NG Resorts, Rudgate, Sun NG Whitewater RV Resorts LLC, FPG Sun Menifee 80 LLC, and SHM South Fork JV, LLC under the guidance set forth in FASB ASC Topic 810 “ Consolidation .” We concluded that each entity is a VIE where we are the primary beneficiary, as we have the power to direct the significant activities of, and absorb the significant losses and receive the significant benefits from each entity. Refer to Note 8, “Debt and Lines of Credit,” for additional information on Sun NG Resorts and Note 9, “Equity and Temporary Equity,” for additional information on Sun NG Resorts, Sun NG Whitewater RV Resorts LLC, FPG Sun Menifee 80 LLC and SHM South Fork JV, LLC.

---

The following table summarizes the assets and liabilities of Sun NG Resorts, Rudgate, Sun NG Whitewater RV Resorts LLC, FPG Sun Menifee 80 LLC and SHM South Fork JV, LLC included in our Consolidated Balance Sheets after eliminations (in thousands):

			December 31, 2020						December 31, 2019
Assets
Investment property, net			$	438,918					$	344,300
Other assets, net			24,554						23,894
Total Assets			$	463,472					$	368,194
Liabilities and Other Equity
Debt			$	47,706					$	46,993
Preferred Equity - Sun NG Resorts - mandatorily redeemable			35,249						35,249
Other liabilities			21,957						13,631
Total Liabilities			104,912						95,873
Other redeemable noncontrolling interests			28,469						27,091
Noncontrolling interests (including SHM South Fork JV, LLC)			16,084						8,542
Total Liabilities and Other Equity			$	149,465					$	131,506

Investment property, net and Other assets, net related to the consolidated VIEs, with the exception of Operating Partnership, comprised 4.1 percent and 4.7 percent of our consolidated total assets at December 31, 2020 and December 31, 2019, respectively. Debt, Preferred Equity and Other liabilities comprised 2.0 percent and 2.5 percent of our consolidated total liabilities at December 31, 2020 and December 31, 2019, respectively. Equity Interests and Noncontrolling interests related to the consolidated VIEs, on an absolute basis, comprised less than 1.0 percent of our consolidated total equity at December 31, 2020 and at December 31, 2019, respectively.

The following table sets forth certain information regarding debt including premiums, discounts and deferred financing costs (in thousands except statistical information):

			Carrying Amount												Weighted Average Years to Maturity												Weighted Average Interest Rates
			December 31, 2020						December 31, 2019						December 31, 2020						December 31, 2019						December 31, 2020						December 31, 2019
Collateralized term loans - Life Companies			$	1,658,239					$	1,710,408					16.3						17.1						3.990		%				4.012		%
Collateralized term loans - FNMA			1,150,924						697,589						9.1						7.0						3.230		%				3.659		%
Collateralized term loans - CMBS			267,205						397,868						2.9						3.1						4.789		%				5.103		%
Collateralized term loans - FMCC			368,599						374,727						3.9						4.9						3.854		%				3.856		%
Total Collateralized Term Loans			3,444,967						3,180,592
Preferred equity - Sun NG Resorts - mandatorily redeemable			35,249						35,249						3.8						2.8						6.000		%				6.000		%
Preferred OP units - mandatorily redeemable			34,663						34,663						5.1						4.0						5.932		%				6.500		%
Lines of credit and other debt			1,242,197						183,898						3.7						3.5						2.078		%				2.710		%
Total Debt			$	4,757,076					$	3,434,402					9.4						11.1						3.370		%				4.026		%

---

Collateralized Term Loans

During the years ended December 31, 2020 and 2019, we repaid the following collateralized term loans (in thousands except statistical information):

Three Months Ended						Repayment Amount						Fixed Interest Rate						Maturity Date						(Gain) / Loss on Extinguishment of Debt
June 30, 2020						$	52,710		(1)			5.980		%	(4)			March 1, 2021 July 11, 2021 December 1, 2021						$	1,930
March 31, 2020						$	99,607					5.837		%				March 1, 2021						$	3,403
						$	19,922		(2)			5.830		%	(4)			July 1, 2020						$	( 124 )
December 31, 2019						$	17,048					5.620		%				March 1, 2020						$	( 84 )
						$	127,282					5.100		%				November 1, 2021						$	3,274
						$	21,527		(3)			6.240		%	(4)			March 1, 2020 April 1, 2020						$	( 163 )
September 30, 2019						$	134,021					4.300		%				May 1, 2023						$	12,755
March 31, 2019						$	186,815					3.830		%				January 1, 2030						$	653

(1) Includes four collateralized term loans, two due to mature on March 1, 2021, one due to mature on July 11, 2021, and the other due to mature on December 1, 2021.

(2) Includes four collateralized term loans due to mature on July 1, 2020.

(3) Includes four collateralized term loans, three due to mature on March 1, 2020 and one due to mature on April 1, 2020.

(4) The interest rate represents the weighted average interest rate on collateralized term loans.

During the years ended December 31, 2020 and 2019, we entered into the following collateralized term loans (in thousands except statistical information):

Three Months Ended						Loan Amount						Term (in years)						Interest Rate						Maturity Date
December 31, 2020						$	268,800		(1)			12						2.662		%	(3)			May 1, 2030 November 1, 2032
March 31, 2020						$	230,000					15						2.995		%				April 1, 2035
December 31, 2019						$	400,000		(2)			21						4.026		%	(3)			December 15, 2039 December 15, 2041
September 30, 2019						$	250,000					10						2.925		%				October 1, 2029
March 31, 2019						$	265,000					25						4.170		%				January 15, 2044

(1) Includes three collateralized term loans, one for $ 8.8 million assumed as part of the acquisition of the Maine MH Portfolio, due to mature on May 1, 2030 and two for $ 39.5 million and $ 220.5 million, respectively, due to mature on November 1, 2032.

(2) Includes two collateralized term loans, one for $ 196.3 million due to mature on December 15, 2039 and the other for $ 203.7 million due to mature on December 15, 2041.

(3) The interest rate represents the weighted average interest rate on collateralized term loans.

The collateralized term loans totaling $ 3.4 billion as of December 31, 2020, are secured by 192 properties comprised of 76,296 sites representing approximately $ 3.2 billion of net book value.

Preferred Equity - Sun NG Resorts - mandatorily redeemable

In connection with the investment in Sun NG Resorts, $ 35.3 million of mandatorily redeemable Preferred Equity (“Preferred Equity - Sun NG Resorts”) was purchased by unrelated third parties. The Preferred Equity - Sun NG Resorts carries a preferred rate of return of 6.0 percent per annum. The Preferred Equity - Sun NG Resorts has a seven-year term ending June 1, 2025 and $33.4 can be redeemed in the fourth quarter of 2024 at the holders’ option. The Preferred Equity - Sun NG Resorts as of December 31, 2020 was $ 35.2 million. Refer to Note 7, “Consolidated Variable Interest Entities,” and Note 9, “Equity and Temporary Equity,” for additional information.

---

Preferred OP Units - mandatorily redeemable

Preferred OP units at December 31, 2020 and December 31, 2019 include $ 34.7 million of Aspen preferred OP units issued by the Operating Partnership. As of December 31, 2020, these units are convertible indirectly into 407,677 shares of our common stock.

In January 2020, we amended the Operating Partnership’s partnership agreement at the election of certain Aspen preferred OP unit holders. The amendment extended the automatic redemption date and reduced the annual distribution rate for 270,000 of the Aspen preferred OP units (the “Extended Units”). Subject to certain limitations, at any time prior to January 1, 2024 (or prior to January 1, 2034 with respect to the Extended Units), the holder of each Aspen preferred OP unit at its option may convert such Aspen preferred OP unit into: (a) if the average closing price of our common stock for the preceding ten trading days is $ 68.00 per share or less, 0.397 common OP units; or (b) if the ten-day average closing price is greater than $ 68.00 per share, the number of common OP units is determined by dividing (i) the sum of (A) $ 27.00 plus (B) 25 percent of the amount by which the ten-day average closing price exceeds $ 68.00 per share, by (ii) the ten-day average closing price. The current preferred distribution rate is 3.8 percent on the Extended Units and 6.5 percent on all other Aspen preferred OP units. On January 2, 2024 (or January 2, 2034 with respect to the Extended Units), we are required to redeem for cash all Aspen preferred OP units that have not been converted to common OP units. As of December 31, 2020, 270,000 of Extended Units and 1,013,819 other Aspen preferred units were outstanding.

Lines of Credit and Other Debt

Credit Agreement - In May 2019, we amended and restated our credit agreement with Citibank, N.A. (“Citibank”) and certain other lenders. Pursuant to the credit agreement, we entered into an unsecured senior credit facility with Citibank and certain lenders in the amount of $ 750.0 million, comprised of a $ 650.0 million revolving loan, with the ability to use up to $ 100.0 million for advances in Australian dollars, and a $ 100.0 million term loan (the “A&R Facility”). The A&R Credit Agreement has a four-year term ending May 21, 2023, which can be extended for two additional six-month periods, subject to the satisfaction of certain conditions as defined in the credit agreement. The credit agreement also provides for additional commitments in an amount not to exceed $ 350.0 million. The funding of these additional commitments is subject to certain conditions, including obtaining the consent of the lenders, some of which are outside of our control. If additional borrowings are made pursuant to any such additional commitments, the aggregate borrowing limit under the A&R Facility may be increased up to $ 1.1 billion.

The A&R Facility bears interest at a floating rate based on the Eurodollar rate or Bank Bill Swap Bid Rate plus a margin that is determined based on our leverage ratio calculated in accordance with the credit agreement, which margin can range from 1.20 percent to 2.10 percent for the revolving loan and 1.20 percent to 2.05 percent for the term loan. As of December 31, 2020, the margin based on our leverage ratio was 1.20 percent on the revolving loan and 1.20 percent on the term loan. We had $ 40.4 million and no borrowings on the revolving loan and the term loan, respectively, as of December 31, 2020. We had $ 123.6 million of borrowings on the revolving loan and no borrowings on the term loan, as of December 31, 2019.

The A&R Facility provides us with the ability to issue letters of credit. Our issuance of letters of credit does not increase our borrowings outstanding under our line of credit with Citibank, but does reduce the borrowing amount available. At December 31, 2020 and December 31, 2019, we had approximately $ 2.1 million and $ 2.8 million of outstanding letters of credit, respectively.

Safe Harbor Facility - On October 30, 2020, in relation to the acquisition of Safe Harbor, we indirectly assumed approximately $ 829.0 million of Safe Harbor’s debt owed to Citizens Bank N.A. (“Citizens”). On December 22, 2020, this facility was amended to, among other things, (a) increase the size of the revolving commitments available to Safe Harbor from $ 500 million to $ 1.3 billion, subject to borrowing base availability, (b) modify certain provisions relating to the determination of the borrowing base, (c) increase the cap on the incremental borrowing capacity from $ 350.0 million to $ 500.0 million, which allows Safe Harbor to request an increase to the revolving commitments and / or to establish additional term loans subject to the higher cap and the satisfaction of certain conditions, and (d) modify certain financial covenants. The revolving loan and term loan under the Safe Harbor facility both expire on October 11, 2024. The term loan component of the Safe Harbor facility can be extended for two additional 12-month periods, subject to the satisfaction of certain conditions set forth in the credit agreement. The revolving commitments do not have an extension option.

---

The Safe Harbor facility bears interest at a floating rate based on an adjusted LIBOR rate or a base rate, plus a margin that is determined based on Safe Harbor’s ratio of consolidated funded debt to total asset value, calculated in accordance with the credit agreement, which margin can range from 1.375 percent to 2.250 percent for adjusted LIBOR rate loans and 0.375 percent to 1.250 percent for base rate loans. As of December 31, 2020, based on Safe Harbor’s ratio of consolidated funded debt to total asset value, the margin was 2.000 percent on any adjusted LIBOR rate loans and 1.000 percent on any base rate loans. The Safe Harbor facility is secured by the personal property of Safe Harbor and certain related entities and subsidiaries and a pledge of the equity interests in certain subsidiaries of Safe Harbor and related entities and subsidiaries, subject to customary exceptions. At the lenders’ option, the Safe Harbor facility will become immediately due and payable upon an event of default that is continuing under the credit agreement. Safe Harbor had $ 652.0 million and $ 500.0 million of borrowings under the revolving loan and term loan respectively, as of December 31, 2020.

The Safe Harbor facility provides Safe Harbor with the ability to issue letters of credit. Its issuance of letters of credit does not increase its borrowings outstanding under its line of credit with Citizens, but does reduce the borrowing amount available. At December 31, 2020, Safe Harbor had approximately $ 0.3 million of outstanding letters of credit.

Floor Plan - We have a $ 12.0 million manufactured home floor plan facility renewable indefinitely until our lender provides us at least a 12-month notice of their intent to terminate the agreement. The interest rate is 100 basis points over the greater of the prime rate as quoted in the Wall Street Journal on the first business day of each month or 5.0 percent. At December 31, 2020, the effective interest rate was 6.0 percent. The outstanding balance was $ 4.8 million as of December 31, 2020 and $ 3.3 million as of December 31, 2019. These balances are included in the “Lines of credit and other debt,” on the Consolidated Balance Sheets.

Other - In October 2019, we assumed a term loan facility with Citibank, in the amount of $ 58.0 million in relation to an acquisition. The term loan has a four-year term ending October 29, 2023, and bears interest at a floating rate based on the Eurodollar rate or Prime rate plus a margin ranging from 1.20 percent to 2.05 percent. As of December 31, 2020, the margin based on our leverage ratio was 1.20 percent. The outstanding balance was $ 45.0 million at December 31, 2020 and $ 57.0 million at December 31, 2019, respectively. These balances are included in the “Lines of credit and other debt,” on the Consolidated Balance Sheets.

Covenants

The Collateralized term loans and Lines of credit are subject to various financial and other covenants. The most restrictive covenants are pursuant to (a) the terms of the A&R Facility, which contains minimum fixed charge coverage ratio and net worth requirements, and maximum leverage, distribution ratios and variable rate indebtedness covenants, and (b) the terms of the Safe Harbor facility, which contains a minimum fixed charge coverage ratio pre-distribution, a minimum fixed charge coverage ratio post-distribution, a minimum borrowing base coverage ratio, and a maximum leverage ratio. At December 31, 2020, we were in compliance with all covenants.

In addition, certain of our subsidiary borrowers own properties that secure loans. These subsidiaries are consolidated within our accompanying Consolidated Financial Statements, however, each of these subsidiaries’ assets and credit are not available to satisfy our debts and other obligations, any of our other subsidiaries or any other person or entity.

Long-term Debt Maturities

As of December 31, 2020, the total of maturities and amortization of our debt (excluding premiums and discounts) and lines of credit during the next five years were as follows (in thousands):

			Maturities and Amortization By Year
			Total Due						2021						2022						2023						2024						2025						Thereafter
Mortgage loans payable
Maturities			$	2,461,838					$	—					$	82,155					$	185,618					$	315,330					$	50,528					$	1,828,207
Principal amortization			997,023						59,585						61,364						60,739						57,293						53,879						704,163
Preferred Equity - Sun NG Resorts - mandatorily redeemable			35,249						—						—						—						33,428						1,821						—
Preferred OP units - mandatorily redeemable			34,663						—						—						—						27,373						—						7,290
Lines of credit and other debt			1,242,197						10,000						14,794						65,403						1,152,000						—						—
Total			$	4,770,970					$	69,585					$	158,313					$	311,760					$	1,585,424					$	106,228					$	2,539,660

---

Off-Balance Sheet Arrangements - Nonconsolidated Affiliate Indebtedness

GTSC - During September 2019, GTSC, a nonconsolidated affiliate in which we have a 40 percent ownership interest, entered into a warehouse line of credit with a maximum loan amount of $ 125.0 million. During September 2020, the maximum amount was increased to $ 180.0 million. As of December 31, 2020, the aggregate carrying amount of debt, including both our and our partners’ share, incurred by GTSC was $ 167.7 million (of which our proportionate share is $ 67.1 million). The debt bears interest at a variable rate based on LIBOR plus 1.65 percent per annum and matures on September 15, 2023. As of December 31, 2019, the aggregate carrying amount of debt, including both our and our partner’s share, incurred by GTSC was approximately $ 123.4 million (of which our proportionate share is approximately $ 49.4 million).

Sungenia JV - During May 2020, Sungenia JV, a nonconsolidated affiliate in which we have a 50 percent ownership interest, entered into a debt facility agreement with a maximum loan amount of $ 27.0 million Australian dollars, or $ 20.8 million converted at the December 31, 2020 exchange rate. As of December 31, 2020, the aggregate carrying amount of debt, including both our and our partners’ share, incurred by Sungenia JV was $ 6.7 million (of which our proportionate share is $ 3.3 million). The debt bears interest at a variable rate based on Australian Bank Bill Swap Bid Rate (BBSY) plus 2.05 percent per annum and is available for a minimum of three years.

Public Equity Offerings

On September 30, 2020, we entered into two forward sale agreements (the “Forward Sale Agreements”) relating to an underwritten registered public offering of 9,200,000 shares of our common stock at a public offering price of $ 139.50 per share. The offering closed on October 5, 2020. We did not initially receive any proceeds from the sale of shares of our common stock in the offering. On October 26, 2020, we physically settled the Forward Sale Agreements (by the delivery of shares of our common stock). Proceeds from the offering were approximately $ 1.2 billion after deducting expenses related to the offering. We used the net proceeds of this offering to fund the cash portion of the acquisition of Safe Harbor, and for working capital and general corporate purposes.

In May 2020, we closed an underwritten registered public offering of 4,968,000 shares of common stock. Proceeds from the offering were $ 633.1 million after deducting expenses related to the offering. We used the net proceeds of this offering to repay borrowings outstanding under the revolving loan under our senior credit facility.

In May 2019, we closed an underwritten registered public offering of 3,737,500 shares of common stock. Proceeds from the offering were $ 452.1 million after deducting expenses related to the offering. We used the net proceeds of this offering to repay borrowings outstanding under the revolving loan under our senior credit facility.

At the Market Offering Sales Agreement

In July 2017, we entered into an at the market offering sales agreement (the “Sales Agreement”) with certain sales agents (collectively, the “Sales Agents”), whereby we may offer and sell shares of our common stock, having an aggregate offering price of up to $ 450.0 million, from time to time through the Sales Agents. The Sales Agents are entitled to compensation in an agreed amount not to exceed 2.0 percent of the gross price per share for any shares sold under the Sales Agreement. Through December 31, 2020, we have sold shares of our common stock for gross proceeds of $ 163.8 million under the Sales Agreement.

There were no issuances of common stock under the Sales Agreement during the years ended December 31, 2020 and 2019. Issuances of common stock under the Sales Agreement during year ended December 31, 2018 were as shown in the table below:

Quarter Ended						Common Stock Issued						Weighted Average Sales Price						Net Proceeds (in Millions)
September 30, 2018						398,516						$	100.19					$	39.4
June 30, 2018						1,008,699						$	92.98					$	92.6

Issuances of Common Stock and Common OP Units

In December 2020, in connection with the acquisition of Safe Harbor Rybovich, we issued 130,475 Common OP units.

In October 2020, in connection with the acquisition of Safe Harbor, we issued 55,403 Common OP units.

---

In May 2020, in connection with the acquisition of the Forest Springs community, we issued 82,420 Common OP units.

In October 2019, in connection with the acquisition of the Jensen Portfolio, we issued 1,972,876 shares of common stock, net of fractional shares paid in cash.

Equity Interests - SHM South Fork JV, LLC

In October 2020, in conjunction with the acquisition of Safe Harbor, we indirectly acquired $ 4.3 million of Safe Harbor’s equity interest in SHM South Fork JV, LLC, a joint venture created for the purpose of acquiring land and constructing a marina in Fort Lauderdale, Florida. The Safe Harbor Equity Interests - SHM South Fork JV, LLC balance was $ 4.3 million of at December 31, 2020. Refer to Note 7, “Consolidated Variable Interest Entities,” for additional information.

Issuance of Series E Preferred OP Units

In January 2020, we issued 90,000 Series E preferred OP units in connection with the acquisition of Cape Cod RV Resort. The Series E preferred OP units have a stated issuance price of $ 100.00 per OP unit and carry a preferred return of 5.25 percent until the second anniversary of the issuance date. Commencing with the second anniversary of the issuance date, the Series E Preferred OP Units carry a preferred return of 5.50 percent. Commencing the first anniversary of the issuance date, subject to certain limitations, each Series E Preferred OP Unit can be exchanged for our common stock equal to the quotient obtained by dividing $ 100.00 by $ 145.00 (as such ratio is subject to adjustments for certain capital events). As of December 31, 2020, 90,000 Series E preferred OP units were outstanding. Refer to Note 3, “Real Estate Acquisitions and Dispositions,” for additional information.

Temporary Equity

Issuance of Series I Preferred OP Units - In December 2020, we issued 922,000 Series I preferred OP units in connection with the acquisition of the Safe Harbor Rybovich portfolio. The Series I preferred OP units have a stated issuance price of $ 100.00 per OP unit and carry a preferred return of 3.0 percent. Subject to certain limitations, at any time after the Series I issuance date, each Series I preferred OP unit can be exchanged for a number of shares of our common stock equal to the quotient obtained by dividing $ 100.00 by $ 164.00 (as such ratio is subject to adjustments for certain capital events) at the holder’s option. Each holder may require redemption in cash after the fifth anniversary of the Series I issuance date or upon the holder’s death. As of December 31, 2020, 922,000 Series I preferred OP units were outstanding. Refer to Note 3, “Real Estate Acquisitions and Dispositions,” for additional information.

Issuance of Series H Preferred OP Units - In October 2020, we issued 581,407 Series H preferred OP units in connection with the acquisition of Safe Harbor. The Series H preferred OP units have a stated issuance price of $ 100.00 per OP unit and carry a preferred return of 3.0 percent. Subject to certain limitations, at any time after the Series H issuance date, each Series H preferred OP unit can be exchanged for a number of shares of our common stock equal to the quotient obtained by dividing $ 100.00 by $ 164.00 (as such ratio is subject to adjustments for certain capital events) at the holder’s option. Each holder may require redemption in cash after the fifth anniversary of the Series H issuance date or upon the holder’s death. As of December 31, 2020, 581,407 Series H preferred OP units were outstanding. Refer to Note 3, “Real Estate Acquisitions and Dispositions,” for additional information.

Equity Interests - FPG Sun Menifee 80 LLC - In October 2020, in connection with investment in land for future development in the city of Menifee in California, at the property known as FPG Sun Menifee 80, LLC, Foremost Pacific Group, LLC, “FPG,” purchased $ 0.1 million of common equity interest in the land (referred to as “Equity Interests - FPG Sun Menifee 80 LLC). The Equity Interests - FPG Sun Menifee 80 LLC do not have a fixed maturity date. Upon the occurrence of certain events, either FPG or Sun FPG Venture LLC, our subsidiary, can trigger a process under which we may be required to purchase the Equity Interests - FPG Sun Menifee 80 LLC from FPG. The Equity Interests - FPG Sun Menifee 80 LLC balance was $ 0.1 million at December 31, 2020. Refer to Note 7, “Consolidated Variable Interest Entities,” for additional information.

Issuance of Series G Preferred OP Units - In September 2020, we issued 260,710 Series G preferred OP units in connection with the acquisition of El Capitan & Ocean Mesa Resorts. The Series G preferred OP units have a stated issuance price of $ 100.00 per OP unit and carry a preferred return of 3.2 percent. Subject to certain limitations, at any time after the Series G issuance date, each Series G preferred OP unit can be exchanged for a number of shares of our common stock equal to the quotient obtained by dividing $ 100.00 by $ 155.00 (as such ratio is subject to adjustments for certain capital events) at the holder’s option. Each holder may require redemption in cash after the fifth anniversary of the Series G issuance date or upon the holder’s death. As of December 31, 2020, 240,710 Series G preferred OP units were outstanding. Refer to Note 3, “Real Estate Acquisitions and Dispositions,” for additional information.

---

Issuance of Series F Preferred OP Units - In May 2020, we issued 90,000 Series F preferred OP units in connection with the acquisition of Forest Springs. The Series F preferred OP units have a stated issuance price of $ 100.00 per OP unit and carry a preferred return of 3.0 percent. Subject to certain limitations, at any time after the Series F issuance date, each Series F preferred OP unit can be exchanged for a number of shares of our common stock equal to the quotient obtained by dividing $ 100.00 by $ 160.00 (as such ratio is subject to adjustments for certain capital events) at the holder’s option. Each holder may require redemption in cash after the fifth anniversary of the Series F issuance date or upon the holder’s death. As of December 31, 2020, 90,000 Series F preferred OP units were outstanding. Refer to Note 3, “Real Estate Acquisitions and Dispositions,” for additional information.

Equity Interests - NG Sun Whitewater LLC - In August 2019, in connection with the investment in land at the property known as Whitewater, NG Sun Whitewater LLC purchased $ 2.4 million of common equity interest in Sun NG Whitewater RV Resorts LLC (referred to as “Equity Interests - NG Sun Whitewater LLC”). The Equity Interests - NG Sun Whitewater LLC do not have a fixed maturity date. Upon the occurrence of certain events, either NG Sun Whitewater LLC or Sun NG LLC, our subsidiary, can trigger a process under which we may be required to purchase the Equity Interests - NG Sun Whitewater LLC from NG Sun Whitewater LLC. The Equity Interests - NG Sun Whitewater LLC balance was $ 1.1 million and $ 3.9 million at December 31, 2020 and December 31, 2019. Refer to Note 7, “Consolidated Variable Interest Entities,” for additional information.

Issuance of Series D Preferred OP Units - In February 2019, we issued 488,958 Series D Preferred OP units in connection with the acquisition of Country Village Estates. The Series D preferred OP units have a stated issuance price of $ 100.00 per OP Unit and carry a preferred return of 3.75 percent until the second anniversary of the issuance date. Commencing with the second anniversary of the issuance date, the Series D Preferred OP Units carry a preferred return of 4.0 percent. Commencing with the first anniversary of the issuance date, each Series D Preferred OP Unit can be exchanged for our common stock equal to the quotient obtained by dividing $ 100.00 by $ 125.00 (as such ratio is subject to adjustments for certain capital events) at the holder’s option. The holders may require redemption in cash after the fifth anniversary of the Series D issuance date or upon the holder’s death. As of December 31, 2020, 488,958 Series D preferred OP units were outstanding. Refer to Note 3, “Real Estate Acquisitions and Dispositions,” for additional information.

Equity Interests - NG Sun LLC - In June 2018, in connection with the investment in Sun NG Resorts, unrelated third parties purchased $ 6.5 million of Series B preferred equity interests and $ 15.4 million of common equity interest in Sun NG Resorts (herein jointly referred to as “Equity Interest - NG Sun LLC”). In April and September 2020, in connection with the acquisitions of Glen Ellis RV Park and Lone Star RV Park, $ 3.0 million of Series B preferred equity interests were converted to common equity interests. The Series B preferred equity interests carry a preferred return at a rate that, at any time, is equal to the interest rate on Sun NG Resorts’ indebtedness at such time. The current rate of return is 5.0 percent. The Equity Interests - NG Sun LLC do not have a fixed maturity date and can be redeemed in the fourth quarters of 2024, 2025 and 2026 at the holders’ option. Sun NG LLC, our subsidiary, has the right during certain periods each year, with or without cause, or for cause at any time, to elect to buy NG Sun LLC’s interest. During a limited period in 2022, NG Sun LLC has the right to put its interest to Sun NG LLC. If either party exercises their option, the property management agreement will be terminated, and we are required to purchase the remaining interests of NG Sun LLC and the property management agreement at fair value. Refer to Note 7, “Consolidated Variable Interest Entities,” and Note 8, “Debt and Lines of Credit,” for additional information.

Series A-4 Preferred OP Units - On December 13, 2019, all outstanding shares of our 6.5 percent Series A-4 Cumulative Convertible Preferred Stock, and all of the Operating Partnership’s Series A-4 Preferred OP Units were converted into common stock and common OP units, respectively. All 1,031,747 shares of Series A-4 preferred stock were converted into 458,541 shares of common stock (net of fractional shares paid in cash). All 405,656 Series A-4 preferred OP units were converted into 180,277 common OP units (net of fractional units paid in cash). The Series A-4 preferred shares and units were issued to the sellers of the American Land Lease portfolio which we acquired in 2014 and 2015.

---

Conversions

Conversions to Common Stock - Subject to certain limitations, holders can convert certain series of stock and OP units to shares of our common stock at any time. Below is the activity of conversions during the years ended December 31, 2020 and 2019:

												Year Ended
												December 31, 2020									December 31, 2019
Series						Conversion Rate						Units / Shares Converted			Common Stock (1)						Units / Shares Converted			Common Stock (1)
Common OP unit						1.0000						81,845			81,845						485,629			485,629
Series A-1 preferred OP unit						2.4390						14,500			35,359						22,707			55,370
Series A-4 preferred OP unit						0.4444						—			—						4,708			2,092
Series A-4 preferred stock						0.4444						—			—						1,062,789			472,366
Series C preferred OP unit						1.1100						4,121			4,573						4,014			4,455

(1) Calculation may yield minor differences due to fractional shares paid in cash to the stockholder at conversion.

Conversions to Common OP Units - Subject to certain limitations, holders can convert certain series of preferred OP units to common OP units. There were no such conversions in 2020. Below is the activity of such conversions during 2019:

						Year Ended
						December 31, 2019
Series						Units / Shares			Common OP Units
Series A-4 preferred OP units						405,656			180,277

Redemption OP Units - Subject to certain limitations, holders can redeem certain series OP units for cash, provided that the requirements are met. On November 4, 2020, 20,000 Series G preferred OP units were redeemed for a net cash payment of $ 2.0 million, inclusive of all distributions on the redeemed units that were accrued and unpaid as of the redemption date, in accordance with the terms and conditions set for in the redemption agreement. There was no redemption of series OP units during 2019.

Distributions

Distributions declared for the quarter ended December 31, 2020 were as follows:

Distribution

Record Date

Payment Date

Distribution Per Share

Total Distribution (in Thousands)

Common Stock, Common OP units and Restricted Stock

12/31/2020

1/15/2021

$

0.79

$

87,084

---

As of December 31, 2020, we had two share-based compensation plans; the Sun Communities, Inc. 2015 Equity Incentive Plan (“2015 Equity Incentive Plan”) and the First Amended and Restated 2004 Non-Employee Director Option Plan (“2004 Non-Employee Director Option Plan”). We believe granting equity awards will provide certain executives, key employees and directors additional incentives to promote our financial success and promote employee and director retention by providing an opportunity to acquire or increase the direct proprietary interest of those individuals in our operations and future.

Restricted Stock

The majority of our share-based compensation is awarded as service vesting restricted stock grants to executives and key employees. We have also awarded restricted stock to our non-employee directors. We measure the fair value associated with these awards using the closing price of our common stock as of the grant date to calculate compensation cost. Employee awards typically vest over several years and are subject to continued employment by the employee. Award recipients receive distribution payments on unvested shares of restricted stock.

2015 Equity Incentive Plan

At the Annual Meeting of Stockholders held on July 20, 2015, the stockholders approved the 2015 Equity Plan. The 2015 Equity Plan had been adopted by the Board and was effective upon approval by our stockholders. The maximum number of shares of common stock that may be issued under the 2015 Equity Plan is 1,750,000 shares of our common stock, with 729,011 as of December 31, 2020 shares remaining for future issuance.

2004 Non-Employee Director Option Plan

The director plan was approved by our stockholders at the Annual Meeting of Stockholders held on July 19, 2012. The director plan amended and restated in its entirety our 2004 Non-Employee Director Stock Option Plan. At the Annual Meeting of the Stockholders held on May 17, 2018, the stockholders approved the First Amendment to Sun Communities, Inc. First Amended and Restated 2004 Non-Employee Director Option Plan to increase the number of authorized shares under the plan by 200,000 shares.

The types of awards that may be granted under the director plan are options, restricted stock and OP units. Only non-employee directors are eligible to participate in the director plan. The maximum number of options, restricted stock and OP units that may be issued under the Director Plan is 375,000 shares, with 181,574 as of December 31, 2020 shares remaining for future issuance.

During the years ended December 31, 2020 and 2019, shares were granted as follows:

Grant Period						Type						Plan						Shares Granted						Grant Date Fair Value Per Share						Vesting Type						Vesting Anniversary						Percentage
2020						Key Employees						2015 Equity Incentive Plan						13,873						$	140.39		(1)			Time Based						20.0 % annually over 5 years
2020						Executive Officers						2015 Equity Incentive Plan						69,368						$	137.63		(1)			Time Based						20.0 % annually over 5 years
2020						Key Employees						2015 Equity Incentive Plan						1,500						$	143.20		(1)			Time Based						20.0 % annually over 5 years
2020						Key Employees						2015 Equity Incentive Plan						51,790						$	162.42		(1)			Time Based						20.0 % annually over 5 years
2020						Executive Officers						2015 Equity Incentive Plan						46,000						$	165.97		(1)			Time Based						20.0 % annually over 5 years
2020						Executive Officers						2015 Equity Incentive Plan						69,000			(2)			$	125.47		(2)			Market Condition						3rd						100.0		%
2020						Directors						2004 Non-Employee Director Option Plan						10,200						$	147.97		(1)			Time Based						3rd						100.0		%
2019						Executive Officers						2015 Equity Incentive Plan						44,000						$	115.39		(1)			Time Based						20.0 % annually over 5 years
2019						Executive Officers						2015 Equity Incentive Plan						66,000			(3)			$	115.39		(3)			Market Condition						3rd						100.0		%
2019						Directors						2004 Non-Employee Director Option Plan						18,000						$	113.68		(1)			Time Based						3rd						100.0		%
2019						Key Employees						2015 Equity Incentive Plan						55,770						$	120.01		(1)			Time Based						20.0 % annually over 5 years
2019						Key Employees						2015 Equity Incentive Plan						6,000						$	142.03		(1)			Time Based						20.0 % annually over 5 years

(1) The fair values of the grants were determined by using the average closing price of our common stock on the dates the shares were issued.

(2) Share-based compensation for restricted stock awards with market conditions is measured based on an estimate of shares expected to vest. We estimate the fair value of share-based compensation for restricted stock with market conditions using a Monte Carlo simulation. At the grant date our common stock price was $ 165.97 . Based on the Monte Carlo simulation we expect 75.6 percent of the 69,000 shares to vest.

(3) Share-based compensation for restricted stock awards with market conditions is measured based on an estimate of shares expected to vest. We estimate the fair value of share-based compensation for restricted stock with market conditions using a Monte Carlo simulation. At the grant date our common stock price was $ 115.39 . Based on the Monte Carlo simulation we expect 75.1 percent of the 66,000 shares to vest.

---

The following table summarizes our restricted stock activity for the years ended December 31, 2020, 2019, and 2018:

			Number of Shares						Weighted Average Grant Date Fair Value
Unvested restricted shares at January 1, 2018			859,853						$	64.25
Granted			233,400						$	87.12
Vested			( 214,111 )						$	54.69
Forfeited			( 8,025 )						$	72.16
Unvested restricted shares at December 31, 2018			871,117						$	72.65
Granted			190,020						$	117.47
Vested			( 237,406 )						$	64.46
Forfeited			( 10,690 )						$	79.58
Unvested restricted shares at December 31, 2019			813,041						$	85.43
Granted			261,731						$	155.57
Vested			( 258,280 )						$	73.47
Forfeited			( 5,678 )						$	111.04
Unvested restricted shares at December 31, 2020			810,814						$	111.70

Total compensation cost recognized for restricted stock was $ 22.7 million, $ 17.5 million, and $ 15.1 million for the years ended December 31, 2020, 2019, and 2018, respectively. The total fair value of shares vested was $ 19.0 million, $ 15.3 million, and $ 11.7 million for the years ended December 31, 2020, 2019 and 2018, respectively.

The remaining share-based compensation cost, net related to our unvested restricted shares outstanding as of December 31, 2020 is approximately $ 52.6 million. The following table summarizes our expected share-based compensation cost, net related to our unvested restricted shares, in thousands:

			2021						2022						2023						Thereafter
Expected share-based compensation costs, net			$	19.8					$	15.7					$	8.8					$	8.3

---

A presentation of our segment financial information is summarized as follows (amounts in thousands):

			Year Ended
			December 31, 2020																		December 31, 2019																		December 31, 2018
			Real Property Operations						Home Sales and Rentals						Consolidated						Real Property Operations						Home Sales and Rentals						Consolidated						Real Property Operations						Home Sales and Rentals						Consolidated
Revenues			$	1,132,653					$	238,345					$	1,370,998					$	992,545					$	239,508					$	1,232,053					$	880,080					$	219,688					$	1,099,768
Operating expenses / Cost of sales			444,805						154,070						598,875						375,690						156,352						532,042						330,695						146,637						477,332
Net operating income / Gross profit			687,848						84,275						772,123						616,855						83,156						700,011						549,385						73,051						622,436
Adjustments to arrive at net income / (loss)
Interest income			10,119						—						10,119						17,857						—						17,857						20,852						—						20,852
Brokerage commissions and other revenues, net			17,230						—						17,230						14,127						—						14,127						6,205						—						6,205
Home selling expenses			—						( 15,134 )						( 15,134 )						—						( 14,690 )						( 14,690 )						—						( 15,722 )						( 15,722 )
General and administrative expenses			( 98,328 )						( 12,960 )						( 111,288 )						( 82,320 )						( 11,644 )						( 93,964 )						( 70,512 )						( 10,917 )						( 81,429 )
Catastrophic weather-related charges, net			( 885 )						—						( 885 )						( 1,729 )						( 8 )						( 1,737 )						140						( 232 )						( 92 )
Business combination expense			( 23,008 )						—						( 23,008 )						—						—						—						—						—						—
Depreciation and amortization			( 289,374 )						( 87,502 )						( 376,876 )						( 250,686 )						( 77,381 )						( 328,067 )						( 218,617 )						( 68,645 )						( 287,262 )
Loss on extinguishment of debt (see Note 8)			( 5,209 )						—						( 5,209 )						( 16,505 )						—						( 16,505 )						( 1,190 )						—						( 1,190 )
Interest expense			( 128,902 )						( 169 )						( 129,071 )						( 133,125 )						( 28 )						( 133,153 )						( 130,535 )						( 21 )						( 130,556 )
Interest on mandatorily redeemable preferred OP units / equity			( 4,177 )						—						( 4,177 )						( 4,698 )						—						( 4,698 )						( 3,694 )						—						( 3,694 )
Gain / (loss) on remeasurement of marketable securities			6,129						—						6,129						34,240						—						34,240						( 3,639 )						—						( 3,639 )
Gain / (loss) on foreign currency translation			8,030						9						8,039						4,552						5						4,557						( 8,228 )						( 6 )						( 8,234 )
Gain on disposition of property			5,595						—						5,595						—						—						—						—						—						—
Other income / (expense), net			( 3,770 )						2						( 3,768 )						( 948 )						( 152 )						( 1,100 )						1,814						( 33 )						1,781
Loss on remeasurement of notes receivable			( 3,275 )						—						( 3,275 )						—						—						—						—						—						—
Income from nonconsolidated affiliates (see Note 6)			—						1,740						1,740						—						1,374						1,374						—						790						790
Loss on remeasurement of investment in nonconsolidated affiliate			—						( 1,608 )						( 1,608 )						—						—						—						—						—						—
Current tax expense			( 119 )						( 671 )						( 790 )						( 746 )						( 349 )						( 1,095 )						( 372 )						( 223 )						( 595 )
Deferred tax benefit (see Note 12)			949						616						1,565						222						—						222						507						—						507
Net Income / (Loss)			178,853						( 31,402 )						147,451						197,096						( 19,717 )						177,379						142,116						( 21,958 )						120,158
Less: Preferred return to preferred OP units / equity			6,935						—						6,935						6,058						—						6,058						4,486						—						4,486
Less: Income / (Loss) attributable to noncontrolling interests			10,216						( 1,314 )						8,902						10,659						( 891 )						9,768						9,512						( 1,069 )						8,443
Net Income / (Loss) Attributable to Sun Communities, Inc.			161,702						( 30,088 )						131,614						180,379						( 18,826 )						161,553						128,118						( 20,889 )						107,229
Less: Preferred stock distribution			—						—						—						1,288						—						1,288						1,736						—						1,736
Net Income / (Loss) Attributable to Sun Communities, Inc. Common Stockholders			$	161,702					$	( 30,088 )					$	131,614					$	179,091					$	( 18,826 )					$	160,265					$	126,382					$	( 20,889 )					$	105,493

---

We have elected to be taxed as a REIT pursuant to Section 856(c) of the Internal Revenue Code of 1986, as amended (“Code”). In order for us to qualify as a REIT, at least 95.0 percent of our gross income in any year must be derived from qualifying sources. In addition, a REIT must distribute annually at least 90.0 percent of its REIT taxable income (calculated without any deduction for dividends paid and excluding capital gain) to its stockholders and meet other tests.

Qualification as a REIT involves the satisfaction of numerous requirements (on an annual and quarterly basis) established under highly technical and complex Code provisions for which there are limited judicial or administrative interpretations and involves the determination of various factual matters and circumstances not entirely within our control. In addition, frequent changes occur in the area of REIT taxation, which requires us to continually monitor our tax status. We analyzed the various REIT tests and confirmed that we continued to qualify as a REIT for the year ended December 31, 2020.

As a REIT, we generally will not be subject to United States (“U.S.”) federal income taxes at the corporate level on the ordinary taxable income we distribute to our stockholders as dividends. If we fail to qualify as a REIT in any taxable year, our taxable income could be subject to U.S. federal income tax at regular corporate rates. Even if we qualify as a REIT, we may be subject to certain state and local income taxes as well as U.S. federal income and excise taxes on our undistributed income. In addition, taxable income from non-REIT activities managed through taxable REIT subsidiaries is subject to federal, state, and local income taxes. We are also subject to local income taxes in Canada as a result of the acquisition in 2016 of certain properties located in Canada. We do not provide for withholding taxes on our undistributed earnings from our Canadian subsidiaries as they are reinvested and will continue to be reinvested indefinitely outside of the U.S. However, we are subject to Australian withholding taxes on distributions from our investment in Ingenia Communities Group.

For income tax purposes, distributions paid to common stockholders consist of ordinary income, capital gains, and return of capital. For the years ended December 31, 2020, 2019, and 2018, distributions paid per share were taxable as follows (unaudited / rounded):

			Year Ended
			December 31, 2020												December 31, 2019												December 31, 2018
			Amount						Percentage						Amount						Percentage						Amount						Percentage
Ordinary income (1)			$	2.14					68.54		%				$	1.66					56.0		%				$	1.58					56.4		%
Capital gain			0.06						1.92		%				—						—		%				0.13						4.8		%
Return of capital			0.92						29.54		%				1.30						44.0		%				1.09						38.8		%
Total distributions declared			$	3.12					100.0		%				$	2.96					100.0		%				$	2.80					100.0		%

(1) 99.0364 percent of the ordinary taxable dividend qualifies as Section 199A dividend for 2020 and 0.9636 percent percent of the ordinary taxable dividend qualifies as a Qualified Dividend for 2020.

---

The components of our provision / (benefit) for income taxes attributable to continuing operations for the year ended December 31, 2020 and 2019 are as follows (amounts in thousands):

						Year Ended
						December 31, 2020						December 31, 2019						December 31, 2018
Federal
Current						$	( 835 )					$	( 3 )					$	( 102 )
Deferred						( 613 )						—						—
State and Local
Current						1,539						919						701
Deferred						( 2 )						—						11
Foreign
Current						85						179						( 4 )
Deferred						( 949 )						( 222 )						( 518 )
Total provision / (benefit)						$	( 775 )					$	873					$	88

A reconciliation of the provision / (benefit) for income taxes with the amount computed by applying the statutory federal income tax rate to income before provision for income taxes for the year ended December 31, 2020 and 2019 is as follows (amounts in thousands):

						Year Ended
						December 31, 2020												December 31, 2019												December 31, 2018
Pre-tax income attributable to taxable subsidiaries						$	8,393											$	( 4,122 )											$	( 7,299 )
Federal benefit at statutory tax rate						( 1,763 )						21.0		%				( 866 )						21.0		%				( 1,534 )						21.0		%
State and local taxes, net of federal benefit						721						( 8.6 )		%				42						( 1.0 )		%				—						—		%
Rate differential						( 236 )						2.8		%				( 73 )						1.8		%				( 112 )						1.5		%
Change in valuation allowance						1,326						( 15.8 )		%				526						( 12.7 )		%				2,885						( 39.5 )		%
Others						( 1,638 )						19.5		%				692						( 16.8 )		%				( 1,576 )						21.6		%
Tax provision / (benefit) - taxable subsidiaries						( 1,590 )						18.9		%				321						( 7.7 )		%				( 337 )						4.6		%
Other state taxes - flow through subsidiaries						815												552												425
Total provision / (benefit)						$	( 775 )											$	873											$	88

Our deferred tax assets and liabilities reflect the impact of temporary differences between the amounts of assets and liabilities for financial reporting purposes and the basis of such assets and liabilities as measured by tax laws. Deferred tax assets are reduced, if necessary, by a valuation allowance to the amount where realization is more likely than not assured after considering all available evidence. Our temporary differences primarily relate to net operating loss carryforwards, and depreciation and basis differences between tax and GAAP. Our deferred tax assets that have a full valuation allowance relate to our taxable REIT subsidiaries.

---

The deferred tax assets and liabilities included in the Consolidated Balance Sheets are comprised of the following tax effects of temporary differences and based on the (amounts in thousands):

			As of
			December 31, 2020						December 31, 2019						December 31, 2018
Deferred Tax Assets
NOL carryforwards			$	19,504					$	18,009					$	18,071
Depreciation and basis differences			32,968						28,787						28,140
Other			( 609 )						395						784
Gross deferred tax assets			51,863						47,191						46,995
Valuation allowance			( 44,017 )						( 45,342 )						( 44,817 )
Net deferred tax assets			7,846						1,849						2,178
Deferred Tax Liabilities
Basis differences - US assets			( 5,743 )						—						—
Basis differences - foreign investment			( 22,653 )						( 22,813 )						( 22,406 )
Gross deferred tax liabilities			( 28,396 )						( 22,813 )						( 22,406 )
Net Deferred Tax Liability (1)			$	( 20,550 )					$	( 20,964 )					$	( 20,228 )

(1) Net deferred tax liability is included within Other liabilities in our Consolidated Balance Sheets.

Our U.S. taxable REIT subsidiaries operating loss carryforwards are $ 80.2 million, or $ 16.7 million after tax, including SHS loss carryforwards of $ 77.1 million, or $ 16.2 million after tax, as of December 31, 2020. The loss carryforwards will begin to expire in 2023 through 2035 if not offset by future taxable income. In addition, our Canadian subsidiaries have operating loss carryforwards of $ 10.7 million, or $ 2.8 million after tax, as of December 31, 2020. The loss carryforwards will begin to expire in 2033 through 2038 if not offset by future taxable income.

We had no unrecognized tax benefits as of December 31, 2020 and 2019. We expect no significant increases or decreases in unrecognized tax benefits due to changes in tax positions within one year of December 31, 2020.

We classify certain state taxes as income taxes for financial reporting purposes. We recorded a provision for state income taxes of $ 1.5 million for the year ended December 31, 2020, $ 0.9 million for the year ended December 31, 2019, and $ 0.7 million for the year ended December 31, 2018.

Our policy is to report income tax penalties and income tax related interest expense as a component of income tax expense. No interest or penalty associated with any unrecognized income tax provision or benefit was accrued, nor was any income tax related interest or penalty recognized during the years ended December 31, 2020, 2019 and 2018.

---

Earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period on a basic and diluted basis. We calculate diluted earnings per share using the more dilutive of the treasury stock method and the two-class method.

Our potentially dilutive securities include our outstanding stock options, our unvested restricted common shares, and our Operating Partnership outstanding common OP units, Series A-1 preferred OP units, Series A-3 preferred OP units, Series C preferred OP units, Series D preferred OP units, Series E preferred OP units, Series F preferred OP units, Series G preferred OP units, Series H preferred OP units, Series I preferred OP units and Aspen preferred OP Units, which, if converted or exercised, may impact dilution.

Diluted earnings per share considers the impact of potentially dilutive securities except when the potential common shares have an antidilutive effect. Our unvested restricted stock common shares contain rights to receive non-forfeitable dividends and participate equally with common stock with respect to dividends issued or declared, and thus, are participating securities, requiring the two-class method of computing earnings per share. The two-class method determines earnings per share by dividing the sum of distributed earnings to common stockholders and undistributed earnings allocated to common stockholders by the weighted average number of shares of common stock outstanding for the period. In calculating the two-class method, undistributed earnings are allocated to both common shares and participating securities based on the weighted average number of shares outstanding during the period. The remaining potential dilutive common shares do not contain rights to dividends and are included in the computation of diluted earnings per share.

Computations of basic and diluted earnings per share were as follows (in thousands, except per share data):

						Year Ended
						December 31, 2020						December 31, 2019						December 31, 2018
Numerator
Net Income Attributable to Sun Communities, Inc. Common Stockholders						$	131,614					$	160,265					$	105,493
Less: allocation to restricted stock awards						795						1,170						831
Basic earnings - Net income attributable to common stockholders after allocation to restricted stock awards						$	130,819					$	159,095					$	104,662
Add allocation to restricted stock awards						—						1,170						831
Diluted earnings - Net income attributable to common stockholders after allocation to restricted stock awards (1)						$	130,819					$	160,265					$	105,493

Denominator
Weighted average common shares outstanding						97,521						88,460						81,387
Add: dilutive stock options						1						1						2
Add: dilutive restricted stock						—						454						651
Diluted weighted average common shares and securities (1)						97,522						88,915						82,040
Earnings Per Share Available to Common Stockholders After Allocation
Basic earnings per share						$	1.34					$	1.80					$	1.29
Diluted earnings per share (1)						$	1.34					$	1.80					$	1.29

(1) For the year ended December 31, 2020, diluted earnings per share was calculated using the two-class method. The application of this method resulted in a more dilutive earnings per share for the year. Diluted earnings per share for the years ended December 31, 2019 and 2018 were calculated using the treasury stock method as the application of this method resulted in a more dilutive earnings per share for that period.

---

We have excluded certain securities from the computation of diluted earnings per share because the inclusion of these securities would have been anti-dilutive for the periods presented. The following table presents the outstanding securities that were excluded from the computation of diluted earnings per share for the years ended December 31, 2020, 2019 and 2018 (amounts in thousands):

						Year Ended
						December 31, 2020						December 31, 2019						December 31, 2018
Common OP units						2,607						2,420						2,726
Series A-4 preferred stock						—						—						1,063
A-3 preferred OP units						40						40						40
A-1 preferred OP units						295						309						332
A-4 preferred OP units						—						—						410
Aspen preferred OP units						1,284						1,284						1,284
Series C preferred OP units						306						310						314
Series D preferred OP units						489						489						—
Series E preferred OP units						90						—						—
Series F preferred OP units						90						—						—
Series G preferred OP units						241						—						—
Series H preferred OP units						581						—						—
Series I preferred OP units						922						—						—
Total Securities						6,945						4,852						6,169

The following is a condensed summary of our unaudited quarterly results for years ended 2020 and 2019 (in thousands, except per share data):

			2020 Quarters																								2019 Quarters
			March 31, 2020						June 30, 2020						September 30, 2020						December 31, 2020						March 31, 2019						June 30, 2019						September 30, 2019						December 31, 2019
Total Revenues			$	310,302					$	303,266					$	400,514					$	384,265					$	287,330					$	312,445					$	362,443					$	301,819
Total Expenses			274,781						275,715						320,967						393,060						252,759						272,273						305,989						293,835
Income / (Loss) Before Other Items			$	35,521					$	27,551					$	79,547					$	( 8,795 )					$	34,571					$	40,172					$	56,454					$	7,984
Net Income / (loss) Attributable to Sun Communities, Inc. Common Stockholders			$	( 16,086 )					$	58,910					$	81,204					$	7,586					$	34,331					$	40,385					$	57,002					$	28,547
Earnings per share (1)
Basic earnings / (loss) per share			$	( 0.17 )					$	0.61					$	0.83					$	0.07					$	0.40					$	0.46					$	0.63					$	0.31
Diluted earnings / (loss) per share			$	( 0.17 )					$	0.61					$	0.83					$	0.07					$	0.40					$	0.46					$	0.63					$	0.31

(1) Earnings per share for the year may not equal the sum of the fiscal quarters’ earnings per share due to changes in basic and diluted shares outstanding.

---

Our financial instruments consist primarily of cash, cash equivalents and restricted cash, marketable securities, notes and other receivables, accounts payable , and debt. We utilize fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures, pursuant to FASB ASC 820, “Fair Value Measurements and Disclosures.” The following methods and assumptions were used in order to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

Marketable Securities

Marketable securities held by us and accounted for under the ASC 321 “ Investment Equity Securities ” are measured at fair value. Any change in fair value is recognized in the Consolidated Statement of Operations in Remeasurement of marketable securities in accordance with ASU 2016-01 “ Financial Instruments - Overall (Subtopic 825-10): Recognition and measurement of financial assets and financial liabilities .” The fair value is measured by the quoted unadjusted share price which is readily available in active markets (Level 1).

The change in the marketable securities balance is as follows (in thousands):

						Year Ended
						December 31, 2020						December 31, 2019
Beginning Balance						$	94,727					$	49,037
Additional purchase						11,757						8,995
Change in fair value measurement						6,132						34,240
Foreign currency translation adjustment						10,138						816
Dividend reinvestment, net of tax						1,971						1,639
Ending Balance						$	124,725					$	94,727

Installment Notes Receivable on Manufactured Homes

Installment notes receivable on manufactured homes are recorded at fair value and are measured using model-derived indicative pricing using observable inputs, inclusive of default rates, interest rates and recovery rates (Level 2). Refer to Note 4, “Notes and Other Receivables,” and Note 19, “Recent Accounting Pronouncements,” for additional detail.

Notes Receivable from Real Estate Developers

Notes receivable from real estate developers are recorded at fair market value. We evaluate the loans using valuation models that incorporate significant unobservable inputs (Level 2) such as market interest rates and timing of related cash flows. The carrying values of the notes generally approximate their fair market values either due to the nature of the note and / or the note being secured by underlying collateral and / or personal guarantees.

Long-Term Debt and Lines of Credit

The fair value of long-term debt is based on the estimates of management and on rates currently quoted, rates currently prevailing for comparable loans, and instruments of comparable maturities (Level 2). Refer to Note 8, “Debt and Lines of Credit,” for additional information.

We have variable rates on our credit facilities and the revolving loans under our senior credit facility and the Safe Harbor credit facility. The fair value of the debt with variable rates approximates carrying value as the interest rates of these amounts approximate market rates. The estimated fair value of our indebtedness as of December 31, 2020, approximated its gross carrying value.

Financial Liabilities

We estimate the fair value of our contingent consideration liability based on valuation models using significant unobservable inputs that generally consider discounting of future cash flows using market interest rates and adjusting for non-performance risk over the remaining term of the liability (Level 3).

---

Other Financial Instruments

The carrying values of cash and cash equivalents, other receivables, and accounts payable approximate their fair market values due to the short-term nature of those instruments. These are classified as Level 1 in the hierarchy.

The table below sets forth our financial assets and liabilities (in thousands) that required disclosure of fair value on a recurring basis as of December 31, 2020. The table presents the carrying values and fair values of our financial instruments as of December 31, 2020 and December 31, 2019, that were measured using the valuation techniques described above. The table excludes other financial instruments such as cash and cash equivalents, other receivables, and accounts payable as the carrying values associated with these instruments approximate their fair value since their maturities are less than one year.

						Year Ended
						December 31, 2020												December 31, 2019
Financial Assets						Carrying Value						Fair Value						Carrying Value						Fair Value
Marketable securities						$	124,726					$	124,726					$	94,727					$	94,727
Installment notes receivable on manufactured homes, net						85,866						85,866						95,580						95,580
Notes receivable from real estate developers						52,638						52,638						18,960						18,960
Total assets measured at fair value						$	263,230					$	263,230					$	209,267					$	209,267
Financial Liabilities
Debt						$	3,514,879					$	3,613,797					$	3,250,504					$	3,270,544
Lines of credit and other debt						1,242,197						1,242,197						183,898						183,898
Other liabilities (contingent consideration)						15,842						15,842						6,134						6,134
Total liabilities measured at fair value						$	4,772,918					$	4,871,836					$	3,440,536					$	3,460,576

Although we have determined the estimated fair value amounts using available market information and commonly accepted valuation methodologies, considerable judgment is required in interpreting market data to develop fair value estimates. The fair value estimates are based on information available at December 31, 2020. As such, our estimates of fair value could differ significantly from the actual carrying value.

Legal Proceedings

We are involved in various legal proceedings arising in the ordinary course of business. All such proceedings, taken together, are not expected to have a material adverse impact on our results of operations or financial condition.

---

We lease land under non-cancelable operating leases at 33 properties expiring at various dates through year 2085. The majority of the leases have terms requiring fixed payments plus additional rents based on a percentage of revenues at those properties. We also have other operating leases, primarily office space and equipment expiring at various dates through 2026.

Lessee accounting

Future minimum lease payments under non-cancellable leases as of the year ended December 31, 2020 where we are the lessee include:

Maturity of Lease Liabilities (in thousands)						Operating Leases						Finance Leases						Total
2021						$	4,967					$	217					$	5,184
2022						4,844						213						5,057
2023						4,931						196						5,127
2024						5,251						4,068						9,319
2025						5,281						—						5,281
Thereafter						61,397						—						61,397
Total Lease Payments						$	86,671					$	4,694					$	91,365
Less: Imputed interest						( 36,707 )						( 360 )						( 37,067 )
Present Value of Lease Liabilities						$	49,964					$	4,334					$	54,298

Right-of-use ( ROU) assets and lease liabilities for finance and operating leases as included in our Consolidated Balance Sheets are as follows (in thousands):

Description						Financial Statement Classification						December 31, 2020						December 31, 2019
Lease Assets
ROU asset obtained in exchange for new finance lease liabilities						Investment property, net						$	4,350					$	4,081
ROU asset obtained in exchange for new operating lease liabilities						Other assets, net						$	48,419					$	23,751
ROU asset obtained relative to below market operating lease						Other assets, net						$	27,614					$	28,366
Lease Liabilities
Finance lease liabilities						Other liabilities						$	4,334					$	4,081
Operating lease liabilities						Other liabilities						$	49,964					$	24,222

Lease expense for finance and operating leases as included in our Consolidated Statements of Operations are as follows (in thousands):

												Year Ended
Description						Financial Statement Classification						December 31, 2020						December 31, 2019
Finance Lease Expense
Amortization of ROU assets						Interest expense						$	33					$	17
Interest on lease liabilities						Interest expense						104						103
Operating lease cost						General and administrative expense, Property operating and maintenance						4,255						3,474
Variable lease cost						Property operating and maintenance						2,328						1,584
Total Lease Expense												$	6,720					$	5,178

Year Ended

Description

Financial Statement Classification

December 31, 2018

Capital Lease Expense

Amortization of lease

Interest expense

$

16

Interest on lease liabilities

Interest expense

104

Operating lease expense

General and administrative expense, Property operating and maintenance

3,310

Below market ground lease amortization expense

Property operating and maintenance

821

Total Lease Expense

$

4,251

---

Lease term, discount rates and additional information for finance and operating leases are as follows:

Lease Term and Discount Rate						December 31, 2020
Weighted-average Remaining Lease Terms (years)
Finance lease						3.46
Operating lease						27.39
Weighted-average Discount Rate
Finance lease						2.43		%
Operating lease						3.79		%

						Year Ended
Other Information (in thousands)						December 31, 2020						December 31, 2019						December 31, 2018
Cash Paid For Amounts Included In The Measurement of Lease Liabilities
Operating cash flow from operating leases						$	2,712					$	2,199					$	3,340
Financing cash flow from finance leases						137						120						120
Total Cash Paid On Lease Liabilities						$	2,849					$	2,319					$	3,460

Lessor Accounting

We are not the lessor for any finance leases at our MH, RV or marina properties as of December 31, 2020.

Over 95 percent of our operating leases at our MH and RV properties, where we are the lessor are either month to month or for a time period not to exceed one year. As of the reporting date, future minimum lease payments would not exceed 12 months.

Future minimum lease payments under non-cancellable leases at our marinas at year ended December 31, 2020 where we are the lessor include:

Maturity of Lease Liabilities (in thousands)						Operating Leases
2021						$	9,476
2022						5,402
2023						3,357
2024						1,895
2025						1,078
Thereafter						2,553
Total Undiscounted Cash Flows						$	23,761

The components of lease income were as follows (in thousands):

						Year Ended
Description						December 31, 2020
Operating Leases
Lease income related to lease payments						$	2,075
Variable Lease Income						$	423

---

Lease of Executive Offices - Gary A. Shiffman, together with certain of his family members, indirectly owns an equity interest of approximately 28.1 percent in American Center LLC, the entity from which we lease office space for our principal executive offices. Each of Brian M. Hermelin, Ronald A. Klein and Arthur A. Weiss indirectly owns less than one percent interest in American Center LLC. Mr. Shiffman is our Chief Executive Officer and Chairman of the Board. Each of Mr. Hermelin, Mr. Klein and Mr. Weiss is a director of the Company. Under this agreement, we lease approximately 103,100 rentable square feet of permanent space. We subsequently entered into an additional office space operating lease which commenced in January 2020. Under this agreement, we lease approximately 20,087 rentable square feet of permanent space. The initial term of each lease is until October 31, 2026 and the average gross base rent is $ 18.95 per square foot until October 31, 2020 with graduated rent increases thereafter. As of December 31, 2020, the average gross base rent was $ 19.45 per square foot. Each of Mr. Shiffman, Mr. Hermelin, Mr. Klein and Mr. Weiss may have a conflict of interest with respect to his obligations as our officer and / or director and his ownership interest in American Center LLC.

Use of Airplane - Gary A. Shiffman is the beneficial owner of an airplane that we use from time to time for business purposes. During the years ended December 31, 2020 and 2019, we paid $ 0.3 million and $ 0.4 million for the use of the airplane, respectively. Mr. Shiffman may have a conflict of interest with respect to his obligations as our officer and director and his ownership interest in the airplane.

Telephone Services - Brian M. Hermelin is a principal and a beneficial owner of an entity that installs and maintains emergency telephone systems at our properties. During the years ended December 31, 2020 and 2019, we paid $ 0.2 million for these services, respectively. Mr. Hermelin may have a conflict of interest with respect to his obligations as our director and his position with and ownership interest in the provider of these services.

Legal Counsel - During 2018-2020, Jaffe, Raitt, Heuer, & Weiss, Professional Corporation acted as our general counsel and represented us in various matters. Arthur A. Weiss is the Chairman of the Board of Directors and a shareholder of such firm. We incurred legal fees and expenses owed to Jaffe, Raitt, Heuer, & Weiss of approximately $ 13.3 million, $ 11.1 million and $ 7.1 million in the years ended December 31, 2020, 2019 and 2018, respectively.

Tax Consequences Upon Sale of Properties - Gary A. Shiffman holds limited partnership interests in the Operating Partnership which were received in connection with the contribution of properties from partnerships previously affiliated with him. Prior to any redemption of these limited partnership interests for our common stock, Mr. Shiffman will have tax consequences different from those on us and our public stockholders upon the sale of any of these partnerships. Therefore, we and Mr. Shiffman may have different objectives regarding the appropriate pricing and timing of any sale of those properties.

---

Recent Accounting Pronouncements - Adopted

In April 2020, the FASB issued a Staff Question-and-Answer (Q&A) to clarify whether lease concessions related to the effects of COVID-19 require the application of lease modification guidance under ASC Topic 842 “ Leases .” The Q&A allows companies not to apply the lease modification guidance to rent concessions that result in deferred rent where the total cash flows required by the modified lease agreement are materially the same as the cash flows required under the original lease and the change to the lease did not result in a substantial increase to the rights of the lessor or the obligations of the lessee. We adopted the guidance during the three months ended June 30, 2020 for eligible residential lease concessions. The lease concessions that meet the criteria of the Q&A are treated as if they were part of the enforceable rights and obligations of the parties under the existing lease contract. The amount of rent concessions subject to the Q&A was $ 4.4 million.

In June 2016, the FASB issued ASU 2016-13 “ Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ” ( “ CECL ” ) . This update replaces the incurred loss impairment methodology in previous GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments in this update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. As of January 1, 2020, we adopted the fair value option for our installment notes receivable on manufactured homes and the notes receivable within the GTSC joint venture which resulted in fair value adjustments of $ 1.6 million and $ 0.3 million, respectively. We also adopted the fair value option on notes receivable from real estate developers. The carrying values of those notes generally approximate their fair market values either due to the short-term nature of the loan and / or the note being secured by underlying collateral and / or personal guarantees. The adoption of CECL had an immaterial impact on our remaining financial instruments within the CECL scope. Refer to Note 4, “Notes and Other Receivables,” and Note 6, “Investments in Nonconsolidated Affiliates,” for additional detail.

In August 2018, the FASB issued ASU 2018-15, “ Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)- Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that Is a Service Contract”— The amendments in this update align requirements for capitalizing implementation costs in a hosting arrangement as a service contract with internally developed software, and expense capitalized costs of the hosting arrangement over the term of the arrangement. Current GAAP does not specifically address the accounting for implementation costs of a hosting arrangement that is a service contract. Amendments in this update improve current GAAP as they clarify and align the accounting for implementation costs for hosting arrangements, regardless of whether they convey a license to the hosted software. We adopted this guidance as of January 1, 2020. The adoption of this ASU did not have a material impact on our financial statements.

Recent Accounting Pronouncements - Not Yet Adopted

In March 2020, the FASB issued ASU No. 2020-04 “ Reference Rate Reform” (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional guidance for accounting for contracts, hedging relationships, and other transactions affected by the reference rate reform, if certain criteria are met. The provisions of this standard are available for election through December 31, 2022. We are currently evaluating the impact that ASU 2020-04 may have on our Consolidated Financial Statements and related disclosures.

In August 2020, the FASB issued ASU 2020-06, Debt - “Debt with Conversion and Other Options” (Subtopic 470- 20) and “Derivatives and Hedging - Contracts in Entity’s Own Equity ” (Subtopic 815-40): “ Accounting for Convertible Instruments and Contracts in an Entity’s Own Equit y” (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, “ Debt: Debt with Conversion and Other Options ,” which requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, “ Earnings Per Share ,” to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. We are currently evaluating the impact that ASU 2020-06 may have on our Consolidated Financial Statements and related disclosures.

---

Acquisition

Subsequent to the year ended December 31, 2020, we acquired a RV resort in Henderson, NY with 294 developed sites for a total purchase price of $ 15.0 million.

Subsequent to the year ended December 31, 2020, we acquired a RV resort in Garden City, UT with 177 developed sites for a total purchase price of $ 9.0 million.

Subsequent to the year ended December 31, 2020, we acquired an MH community for re-development in Bushnell, FL with 25 developed sites for a total purchase price of $ 1.3 million.

Subsequent to the year ended December 31, 2020, we acquired two marinas in Islamorado, FL with 251 wet slips and dry storage spaces for a total purchase price of $ 18.0 million.

Reportable Segments

Effective January 1, 2021, we transitioned from a two-segment to a three-segment structure as a result of the recent acquisition of Safe Harbor and its internal organization. The new structure will reflect how the chief operating decision maker manages the business, makes operating decisions, allocates resources and evaluates operating performance. This structure will increase management efficiency and better align our operations with our strategic initiatives. The reportable segments are Manufactured Homes, RV Resorts and Safe Harbor Marinas. Beginning with the quarter ending March 31, 2021, our segment results will reflect the new segment structure for all periods presented.

We have evaluated our Consolidated Financial Statements for subsequent events through the date that this Form 10-K was issued.

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

												Encumbrance												Initial Cost to Company												Costs Capitalized Subsequent to Acquisition (Improvements)												Gross Amount Carried at December 31, 2020
Property Name						Location						Group						Amount						Land						Depreciable Assets						Land						Depreciable Assets						Land						Depreciable Assets						Total						Accumulated Depreciation						Date						Acquired (A) or Constructed (C)
Westward Ho RV Resort & Campground						Glenbeulah, WI						C						—						1,050						5,642						—						2,749						1,050						8,391						9,441						( 2,533 )						2013						(A)
Westward Shores Cottages & RV Resort						West Ossipee, NH						—						—						1,901						15,326						—						6,678						1,901						22,004						23,905						( 1,773 )						2018						(A)
White Lake Mobile Home Village						White Lake, MI						B						24,178						672						6,179						1						11,065						673						17,244						17,917						( 10,575 )						1997						(A&C)
Whitewater RV Resort (5)						Mountain View, AR						—						—						5,163						—						1,791						11,597						6,954						11,597						18,551						( 1 )						2019						(C)
Wild Acres RV Resort & Campground						Old Orchard Beach, ME						C						—						1,640						26,786						—						5,209						1,640						31,995						33,635						( 10,777 )						2013						(A)
Wildwood Community						Sandwich, IL						D						23,770						1,890						37,732						—						1,003						1,890						38,735						40,625						( 8,622 )						2014						(A)
Willow Lake RV Resort & Campground						Scotland, ON						—						—						1,260						2,275						( 3 )			(1)			951						1,257						3,226						4,483						( 453 )						2016						(A)
Willowbrook Place						Toledo, OH						B						17,392						781						7,054						1						5,867						782						12,921						13,703						( 7,555 )						1997						(A)
Willowood RV Resort & Campground						Amherstburg, ON						—						—						1,160						1,490						( 3 )			(1)			1,478						1,157						2,968						4,125						( 418 )						2016						(A)
Windham Hills Estates						Jackson, MI						—						—						2,673						2,364						—						21,654						2,673						24,018						26,691						( 12,532 )						1998						(A&C)
Windmill Village						Davenport, FL						D						45,198						7,560						36,294						—						1,746						7,560						38,040						45,600						( 7,244 )						2015						(A)
Windsor Woods Village						Wayland, MI						C						—						270						5,835						—						3,037						270						8,872						9,142						( 3,645 )						2011						(A)
Wine Country RV Resort						Paso Robles, CA						C						—						1,740						11,510						—						3,918						1,740						15,428						17,168						( 3,976 )						2014						(A&C)
Woodhaven Place						Woodhaven, MI						B						13,700						501						4,541						—						7,109						501						11,650						12,151						( 6,220 )						1998						(A)
Woodlake Trails						San Antonio, TX						C						—						1,186						287						( 56 )			(3)			19,958						1,130						20,245						21,375						( 6,800 )						2000						(A&C)
Woodland Lake RV Resort & Campground						Bornholm, ON						—						—						1,650						2,165						( 4 )			(1)			637						1,646						2,802						4,448						( 451 )						2016						(A)
Woodland Park Estates						Eugene, OR						—						—						1,592						14,398						1						1,104						1,593						15,502						17,095						( 11,130 )						1998						(A)
Woodlands at Church Lake						Groveland, FL						—						—						2,480						9,072						—						4,054						2,480						13,126						15,606						( 2,221 )						2015						(A)
Woodside Terrace						Holland, OH						B						25,076						1,063						9,625						—						12,806						1,063						22,431						23,494						( 12,005 )						1997						(A)
Woodsmoke Camping Resort (4)						Fort Myers, FL						—						—						4,916						20,555						—						59						4,916						20,614						25,530						( 376 )						2020						(A)
Wymberly						Martinez, GA						C						—						3,058						14,451						—						324						3,058						14,775						17,833						( 725 )						2019						(A)
Yankee Village						Old Saybrook, CT						C						—						1,552						364						—						8						1,552						372						1,924						( 19 )						2019						(A)
																		$	3,458,853					$	1,488,331					$	5,514,658					$	44,017					$	2,670,882					$	1,532,348					$	8,185,540					$	9,717,888					$	( 1,929,574 )
Corporate Headquarters and Other (7)						Southfield, MI						—						—						—						—						1,081						91,589						1,081						100,601						101,682						( 28,136 )
																		$	3,458,853					$	1,488,331					$	5,514,658					$	45,098					$	2,762,471					$	1,533,429					$	8,286,141					$	9,819,570					$	( 1,957,710 )

A These properties collateralize $ 267.3 million of secured debt.

B These properties collateralize $ 1.2 billion of secured debt.

C These properties are unencumbered and support the borrowing base for (a) our unsecured senior credit facility which had $ 40.4 million outstanding on the revolving loan and no borrowings on the term loan, (b) an unsecured term loan facility which had $ 45.0 million outstanding.

---

D These properties collateralize $ 1.7 billion of secured debt.

E These properties collateralize $ 370.0 million of secured debt.

(1) Gross amount carried at December 31, 2020, at our Canadian properties, reflects the impact of foreign currency translation.

(2) All or part of this property is subject to a ground lease.

(3) Gross amount carried at December 31, 2020 has decreased at this property due to a partial disposition of land or depreciable assets, as applicable.

(4) This property was acquired during 2020.

(5) This property was not included in our community count as of December 31, 2020 as it was not fully developed.

(6) This property was impaired as a result of Hurricane Irma in September 2017.

(7) Corporate Headquarters and other fixed assets.

(8) This property was split into two separate properties in 2020.

(9) This property had a name change in 2020.

The following tables set forth real estate and accumulated depreciation relating to our Safe Harbor branded marinas.

												Encumbrance												Initial Cost to Company												Costs Capitalized Subsequent to Acquisition (Improvements)												Gross Amount Carried at December 31, 2020
Property Name						Location						Group						Amount						Land						Depreciable Assets						Land						Depreciable Assets						Land						Depreciable Assets						Total						Accumulated Depreciation						Date						Acquired (A) or Constructed (C)
Anacapa Isle						Oxnard, CA						—						—						$	—					$	10,920					$	—					$	—					$	—					$	10,920					$	10,920					$	—					2020						(A)
Annapolis						Annapolis, MD						A						—						12,544						11,879						—						23						12,544						11,902						24,446						—						2020						(A)
Aqua Yacht						Iuka, MS						A						—						1,229						16,139						—						—						1,229						16,139						17,368						( 194 )						2020						(A)
Aqualand						Flowery Branch, GA						A						—						—						35,960						—						658						—						36,618						36,618						( 426 )						2020						(A)
Bahia Bleu						Thunderbolt, GA						A						—						2,444						8,060						—						( 99 )						2,444						7,961						10,405						( 64 )						2020						(A)
Ballena Isle						Alameda, CA						A						—						738						21,294						—						51						738						21,345						22,083						( 180 )						2020						(A)
Beaufort						Beaufort, SC						A						—						—						1,756						—						16						—						1,772						1,772						( 27 )						2020						(A)
Beaver Creek						Monticello, KY						A						—						—						10,768						—						27						—						10,795						10,795						( 91 )						2020						(A)
Belle Maer						Harrison Township, MI						A						—						4,079						14,551						—						( 1 )						4,079						14,550						18,629						( 167 )						2020						(A)
Bohemia Vista						Chesapeake Bay, MD						A						—						1,351						1,338						—						1						1,351						1,339						2,690						( 35 )						2020						(A)
Brady Mountain						Royal, AR						A						—						—						22,297						—						( 45 )						—						22,252						22,252						( 317 )						2020						(A)
Bristol						Charleston, SC						A						—						1,342						7,541						—						58						1,342						7,599						8,941						( 46 )						2020						(A)
Bruce & Johnsons						Branford, CT						A						—						9,243						25,373						—						5						9,243						25,378						34,621						( 190 )						2020						(A)
Burnside						Somerset, KY						A						—						—						11,815						—						—						—						11,815						11,815						( 130 )						2020						(A)
Burnt Store						Punta Gorda, FL						A						—						17,624						16,534						60						925						17,684						17,459						35,143						( 142 )						2020						(A)
Calusa Island						Goodland, FL						A						—						18,472						6,894						—						45						18,472						6,939						25,411						( 89 )						2020						(A)
Cape Harbour						Cape Coral, FL						A						—						5,502						5,984						—						12						5,502						5,996						11,498						( 53 )						2020						(A)
Capri						Port Washington, NY						A						—						7,740						15,975						—						29						7,740						16,004						23,744						( 109 )						2020						(A)

---

---

---

												Encumbrance												Initial Cost to Company												Costs Capitalized Subsequent to Acquisition (Improvements)												Gross Amount Carried at December 31, 2020
Property Name						Location						Group						Amount						Land						Depreciable Assets						Land						Depreciable Assets						Land						Depreciable Assets						Total						Accumulated Depreciation						Date						Acquired (A) or Constructed (C)
Rockland						Rockland, ME						—						—						1,078						13,360						—						—						1,078						13,360						14,438						—						2020						(A)
Sakonnet						Portsmouth, RI						A						—						5,210						8,468						—						45						5,210						8,513						13,723						( 56 )						2020						(A)
Sandusky						Sandusky, OH						A						—						215						2,866						—						5						215						2,871						3,086						( 72 )						2020						(A)
Shelburne Shipyard						Shelburne, VT						A						—						2,274						1,741						—						1						2,274						1,742						4,016						( 49 )						2020						(A)
Siesta Key						Sarasota, FL						A						—						4,429						5,188						—						118						4,429						5,306						9,735						( 99 )						2020						(A)
Silver Spring						South Kingstown, RI						A						—						3,043						2,810						—						71						3,043						2,881						5,924						( 23 )						2020						(A)
Skippers Landing						Troutman, NC						A						—						4,990						2,839						—						169						4,990						3,008						7,998						( 40 )						2020						(A)
Skull Creek						Hilton Head, SC						A						—						1,110						5,648						—						140						1,110						5,788						6,898						( 36 )						2020						(A)
South Fork						Fort Lauderdale, FL						—						—						7,954						5,319						—						1,044						7,954						6,363						14,317						—						2020						(A)
South Harbour Village						Southport, NC						A						—						698						3,757						—						887						698						4,644						5,342						( 24 )						2020						(A)
Sportsman						Orange Beach, AL						A						—						22,197						18,947						—						224						22,197						19,171						41,368						( 203 )						2020						(A)
Stirling (2)						Greenport, NY						A						—						—						—						—						—						—						—						—						—						2020						(A)
Stratford						Stratford, CT						A						—						2,343						17,941						—						61						2,343						18,002						20,345						( 117 )						2020						(A)
Sunset Bay						Hull, MA						A						—						2,546						7,640						—						140						2,546						7,780						10,326						( 47 )						2020						(A)
Toledo Beach						La Salle Township, MI						A						—						1,132						2,490						—						( 400 )						1,132						2,090						3,222						( 68 )						2020						(A)
Trade Winds						Appling, GA						A						—						—						10,854						—						16						—						10,870						10,870						( 105 )						2020						(A)
Ventura Isle						Ventura, CA						A						—						—						23,872						—						16						—						23,888						23,888						( 139 )						2020						(A)
Walden						Montgomery, TX						A						—						1,099						4,253						—						5						1,099						4,258						5,357						( 38 )						2020						(A)
West Palm Beach						West Palm Beach, FL						A						—						—						58,541						—						—						—						58,541						58,541						—						2020						(A)
Westport						Denver, NC						A						—						3,218						5,781						—						115						3,218						5,896						9,114						( 81 )						2020						(A)
Wickford						Wickford, RI						A						—						1,054						2,435						—						—						1,054						2,435						3,489						—						2020						(A)
Wickford Cove						Wickford, RI						A						—						7,174						12,995						—						58						7,174						13,053						20,227						( 79 )						2020						(A)
Willsboro Bay						Willsboro, NY						A						—						618						3,137						—						45						618						3,182						3,800						( 141 )						2020						(A)
Wisdom Dock						Albany, KY						A						—						346						3,339						—						10						346						3,349						3,695						( 72 )						2020						(A)
Yacht Haven						Stamford, CT						A						—						6,720						3,703						—						7						6,720						3,710						10,430						( 58 )						2020						(A)
Zahnisers						Solomons, MD						A						—						1,756						3,589						—						2						1,756						3,591						5,347						( 40 )						2020						(A)
																		$	—					$	585,875					$	1,256,028					$	60					$	11,083					$	585,935					$	1,267,111					$	1,853,046					$	( 10,975 )
Marinas Headquarters and Other						Dallas, TX						—						$	—					—						9,521						—						2,466						—						11,987						11,987						( 127 )
																		$	—					$	585,875					$	1,265,549					$	60					$	13,549					$	585,935					$	1,279,098					$	1,865,033					$	( 11,102 )

A These marinas are unencumbered and support the borrowing base for the Safe Harbor Facility which had $ 652.0 million and $ 500.0 million of borrowings outstanding under the revolving loan and term loan, respectively.

(1) All costs from Dauntless Shipyard and Essex Island are grouped into Dauntless.

(2) All costs from Stirling are grouped into Greenport.

---

The change in investment property for the years ended December 31, 2020, 2019, and 2018 is as follows (in thousands):

			Year Ended
			December 31, 2020						December 31, 2019						December 31, 2018
Beginning balance			$	8,919,600					$	7,560,946					$	6,882,879
Community and land acquisitions, including immediate improvements			2,410,900						930,668						414,840
Community expansion and development			246,454						281,808						152,672
Improvements			249,275						233,984						205,006
Dispositions and other			( 141,626 )						( 87,806 )						( 94,451 )
Ending balance			$	11,684,603					$	8,919,600					$	7,560,946

The change in accumulated depreciation for the years ended December 31, 2020, 2019, and 2018 is as follows (in thousands):

			Year Ended
			December 31, 2020						December 31, 2019						December 31, 2018
Beginning balance			$	1,686,980					$	1,442,630					$	1,237,525
Depreciation for the period			344,478						291,605						253,952
Asset impairment			( 7 )						—						—
Dispositions and other			( 62,639 )						( 47,255 )						( 48,847 )
Ending balance			$	1,968,812					$	1,686,980					$	1,442,630